sov-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑						Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2026


☐						Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001-16581

SANTANDER HOLDINGS USA, INC.

(Exact name of registrant as specified in its charter)


Virginia (State or other jurisdiction of incorporation or organization)						23-2453088 (I.R.S. Employer Identification No.)

75 State Street, Boston, Massachusetts (Address of principal executive offices)						02109 (Zip Code)

Registrant’s telephone number including area code (800) 493-8219

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Not Applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑. No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑. No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Emerging growth company ☐

Non-accelerated Filer ☑

Smaller reporting company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐. No ☑.

Number of shares of common stock outstanding at April 30, 2026: 530,391,043 shares

Table of Contents

INDEX



			Page

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025			4

Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025			5

Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025			6

Condensed Consolidated Statements of Stockholder's Equity for the three months ended March 31, 2026 and 2025			7

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025			8

Notes to Condensed Consolidated Financial Statements			9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			68

Item 3. Quantitative and Qualitative Disclosures About Market Risk			97

Item 4. Controls and Procedures			97

PART II. OTHER INFORMATION			97

Item 1. Legal Proceedings			97

Item 1A. Risk Factors			97

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			99

Item 3. Defaults upon Senior Securities			100

Item 4. Mine Safety Disclosures			100

Item 5. Other Information			100

Item 6. Exhibits			101

SIGNATURES			102


Ex-31.1 Certification
Ex-31.2 Certification
Ex-32.1 Certification
Ex-32.2 Certification
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

SANTANDER HOLDINGS USA, INC., AND SUBSIDIARIES

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about the Company’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words and phrases such as “may,” “could,” “should,” “will,” “would,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “assumes," "goal," "seeks," "can," "predicts," "potential," "projects," "continuing," "ongoing," and similar expressions.

Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date on which the statements are made, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors and assumptions, some of which are beyond the Company's control. Among the factors that could cause the Company’s financial performance to differ materially from that suggested by forward-looking statements are:

•the effects of regulation, actions and/or policies of the Federal Reserve, the FDIC, the OCC and the CFPB, and other changes in monetary and fiscal policies and regulations, including policies that affect market interest rates and money supply, as well as the impact of changes in and interpretations of GAAP, the failure to adhere to which could subject SHUSA and/or its subsidiaries to formal or informal regulatory compliance and enforcement actions and result in fines, penalties, restitution and other costs and expenses, changes in our business practice, and reputational harm;

•increased credit risk exposure to the extent our loans are concentrated by loan type, industry segment, borrower type or location of the borrower or collateral, and changes in the credit quality of SHUSA's customers and counterparties;

•adverse economic conditions in the United States and worldwide, including the extent of recessionary conditions in the U.S. and the strength of the U.S. economy in general and regional and local economies in which SHUSA conducts operations in particular, which may affect, among other things, the level of non-performing assets, charge-offs, and credit loss expense;

•inflation, interest rate, market and monetary fluctuations may, among other things, reduce net interest margins and impact funding sources, revenue and expenses, the value of assets and obligations, and the ability to originate and distribute financial products in the primary and secondary markets;

•the pursuit of trade related policies, including reciprocal tariffs and sanctions among global trade partners and/or other countries, and/or trade disputes generally;

•bank failures and actual or perceived adverse developments at other banks, including financial or operational failures and concerns about creditworthiness or the ability of other banks to fulfill their obligations, may lead to decreased customer and investor sentiment regarding the stability and liquidity of banks in general, reduced interest by customers and investors to use banking services and enter into transactions with banks, disruption in the financial markets, increased expenses for banks such as higher FDIC insurance premiums, and increased regulation of banks by supervisory authorities as they seek to manage or mitigate such adverse developments;

•risks SHUSA faces implementing its growth strategy, including SHUSA's ability to grow revenue, manage expenses, attract and retain highly-skilled people, successfully complete and integrate mergers and acquisitions, and raise capital necessary to achieve its business goals and comply with regulatory requirements; including, without limitation, the proposed acquisition of Webster by Santander and merger of Webster Bank into SBNA

•SHUSA’s ability to effectively manage its capital and liquidity, including non-objection to its capital plans by its regulators and its subsidiaries' ability to continue to pay dividends to it;

•reduction in SHUSA's access to funding or increases in the cost of its funding, such as in connection with changes in credit ratings assigned to SHUSA or its subsidiaries, or a significant reduction in customer deposits;

•adverse movements and volatility in debt and equity capital markets and adverse changes in securities markets, including those related to the financial condition of significant issuers in SHUSA’s investment portfolio;

•the ability to manage risks inherent in our businesses, including through effective use of systems and controls, insurance, derivatives and capital management;

•SHUSA’s ability to timely develop competitive new products and services in a changing environment that are responsive to the needs of SHUSA's customers and are profitable to SHUSA, the success of our marketing efforts to customers, and the potential for new products and services to impose additional unexpected costs, losses, or other liabilities not anticipated at their initiation, and expose SHUSA to increased operational risk;

•competitors of SHUSA who may have greater financial resources or lower costs, or be subject to different regulatory requirements than SHUSA, may innovate more effectively, or may develop products and technology that enable those

competitors to compete more successfully than SHUSA and cause SHUSA to lose business or market share and impact our net income adversely;

•Investments SHUSA makes in non-publicly traded securities of startup and small companies that we may not be able to reduce or exit quickly and that may as a result reduce compensation we receive for such investments in such an event;

•changes in customer spending, investment or savings behavior;

•changing demographic preferences for vehicle type, ownership and use that could affect markets for new and used vehicles

•the ability of SHUSA and its third-party vendors to convert, maintain and upgrade, as necessary, SHUSA’s data processing and other IT infrastructure on a timely and acceptable basis, within projected cost estimates and without significant disruption to our business;

•SHUSA's ability to control operational risks, data security breach risks and outsourcing risks, and the possibility of errors in quantitative models and software SHUSA uses in its business, including as a result of cyberattacks, technological failure, human error, fraud or malice by internal or external parties, and the possibility that SHUSA's controls will prove insufficient, fail or be circumvented;

•changing federal, state, and local tax laws and regulations, which may include tax rates changes, that could materially adversely affect our business, including changes to tax laws and regulations and the outcome of ongoing tax audits by federal, state and local income tax authorities that may require SHUSA to pay additional taxes or recover fewer overpayments compared to what has been accrued or paid as of period-end;

•the costs and effects of regulatory or judicial actions or proceedings, including possible business restrictions resulting from such actions or proceedings;

•adverse publicity or negative public opinion, whether specific to SHUSA or regarding other industry participants or industry-wide factors, or other reputational harm;

•SHUSA’s ability to address social, environmental and sustainability matters that may arise from its activities;

•natural or man-made disasters including pandemics and other significant public health emergencies, effects of climate change, and SHUSA's ability to deal with disruptions caused by such disasters and emergencies;

•local, regional or global geopolitical tensions and hostilities, including acts of terrorism or domestic or foreign military conflicts and escalations of hostilities; and

•the other factors that are described in Part I, Item IA - Risk Factors of the Company's Annual Report on Form 10-K for 2025.

If one or more of the factors affecting the Company’s forward-looking information and statements renders forward-looking information or statements incorrect, the Company’s actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking information and statements. Therefore, the Company cautions the reader not to place undue reliance on any forward-looking information or statements herein. The effect of these factors is difficult to predict. Factors other than these also could adversely affect the Company’s results, and the reader should not consider these factors to be a complete set of all potential risks or uncertainties as new factors emerge from time to time. Management cannot assess the impact of any such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements reflect the current beliefs and expectations of the Company's management and only speak as of the date of this document, and the Company undertakes no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law. All forward-looking statements attributable to the Company are expressly qualified by these cautionary statements.

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SHUSA provides the following list of abbreviations and acronyms as a tool for the readers that are used in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Condensed Consolidated Financial Statements and the Notes to the Condensed Consolidated Financial Statements.


ABS: Asset-backed securities						FHLMC: Federal Home Loan Mortgage Corporation
ACL: Allowance for credit losses						FICO®: Fair Isaac Corporation credit scoring model
AFS: Available-for-sale						FNMA: Federal National Mortgage Association
ALLL: Allowance for loan and lease losses						FRB: Federal Reserve Bank
AOCI: Accumulated other comprehensive income						FVO: Fair value option
ASC: Accounting Standards Codification						GAAP: Accounting principles generally accepted in the United States of America
ASU: Accounting Standards Update						GDP: Gross domestic product
BHC: Bank holding company						GNMA: Government National Mortgage Association
BOLI: Bank-owned life insurance						HFI: Held-for-investment
BSI: Banco Santander International						HFS: Held-for-sale
C&I: Commercial and Industrial Banking						HPI: Housing Price Index
CBB: Consumer and Business Banking						HTM: Held-to-maturity
CD: Certificate of deposit						IDI: Insured depository institution
CECL: Current expected credit losses as defined by FASB ASC Topic 326						ISDA: International Swaps and Derivatives Association, Inc.
CEO: Chief Executive Officer						IT: Information technology
CET1: Common equity Tier 1						LGD: Loss given default
CEVF: Commercial equipment vehicle financing						LHFI: Loans held for investment
CFPB: Consumer Financial Protection Bureau						LHFS: Loans held for sale
CFO: Chief Financial Officer						LIHTC: Low income housing tax credit
CFTC: Commodity Futures Trading Commission						LTV: Loan-to-value
CIB: Corporate and Investment Banking						MBS: Mortgage-backed securities
CLTV: Combined loan-to-value						MD&A: Management's Discussion and Analysis of Financial Condition and Results of Operations
Company: Santander Holdings USA, Inc.						Moody’s: Moody's Investors Service, Inc.
CPR: Constant prepayment rate						MSR: Mortgage servicing right
CRA: Community Reinvestment Act						MVE: Market value of equity
CRE: Commercial real estate						NCO: Net charge-off
DCF: Discounted cash flow						NMDs: Non-maturity deposits
DOJ: Department of Justice						NPL: Non-performing loan
DPD: Days past due						OBBBA - One Big Beautiful Bill Act
DRIVE: Drive Auto Receivables Trust, a securitization platform						OCC: Office of the Comptroller of the Currency
DTI: Debt-to-income						OCI: Other comprehensive income
EAD: Exposure at default						OIS: Overnight indexed swap
Early stage delinquency: loans that are greater than 30 DPD, but less than 90 DPD						OREO: Other real estate owned
EFG: Enterprise Financial Group						Parent Company: The parent holding company of SBNA and other consolidated subsidiaries
EIR: Effective interest rate						PCD: Purchased credit deteriorated; loans obtained more than 90 days after origination date for which the Company was not involved in the origination and as of the acquisition date have experienced a more-than-insignificant credit deterioration in credit quality since origination
ETR: Effective tax rate						PD: Probability of default
Evaluation Date: March 31, 2026						PSL: Purchased seasoned loans: loans either purchased or initially recognized through the consolidation of a variable interest entity
Exchange Act: Securities Exchange Act of 1934, as amended						RIC: Retail installment contract
FASB: Financial Accounting Standards Board						ROU: Right-of-use
FDIA: Federal Deposit Insurance Corporation Improvement Act						RV: Recreational vehicle
FDIC: Federal Deposit Insurance Corporation						S&P: Standard & Poor's
Federal Reserve: Board of Governors of the Federal Reserve System						SanCap: Santander US Capital Markets LLC
FHLB: Federal Home Loan Bank						Santander: Banco Santander, S.A.

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SBALT: SBNA Auto Lease Trust						SSLLC: Santander Securities LLC
SBNA or the Bank: Santander Bank, National Association						Structured LLC: Structured limited liability company established by the FDIC to hold and service a portfolio primarily consisting of New York-based rent-controlled and rent-stabilized multifamily loans retained by the FDIC following a recent bank failure
SC: Santander Consumer USA Holdings Inc. and its subsidiaries						Subvention: Reimbursement of the finance provider by a manufacturer for the difference between a market loan or lease rate and the below-market rate given to a customer.
SCARF: Santander Consumer Auto Receivables Funding						TLAC: Total loss-absorbing capacity
SCART: Santander Consumer Auto Receivables Trust						Transaction Agreement: Transaction Agreement dated as of February 3, 2026 among Webster, Santander and Webster Virginia
SCF: Statement of cash flows						Trusts: Securitization trusts
SDART: Santander Drive Auto Receivables Trust						UK Limited Partnership: SHUSA's investment in a United Kingdom limited partnership formed to invest in early-stage financial technology companies.
SDGT: Specially Designated Global Terrorist						UPB: Unpaid principal balance
SEC: Securities and Exchange Commission						VIE: Variable interest entity
Securities Act: Securities Act of 1933, as amended						VOE: Voting interest entity
Securities Financing Activities: Resale, repurchase securities borrowed and securities lending agreements						Webster: Webster Financial Corporation, parent of Webster Bank
SHUSA: Santander Holdings USA, Inc.						Webster Bank: A retail and commercial bank headquartered in Stamford, Connecticut
SOFR: Secured overnight financing rate						Webster Virginia: Webster Virginia Corporation, a direct, wholly-owned subsidiary of Webster
SPE: Special purpose entity						YTD: Year-to-date

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PART I. FINANCIAL INFORMATION

ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited (In thousands)


	March 31, 2026		December 31, 2025

ASSETS
Cash and cash equivalents	$	15,378,595	$	14,373,816
Federal funds sold and securities purchased under resale agreements or similar arrangements	9,076,054		8,639,667
Investment securities:
AFS at fair value (amortized cost of $7,555,303 and $7,956,281 as of March 31, 2026 and December 31, 2025, respectively)	6,915,135		7,327,735
Trading securities	17,534,262		15,608,767
HTM (fair value of $11,900,860 and $11,871,362 as of March 31, 2026 and December 31, 2025, respectively)	13,284,241		13,211,794
Other investments	2,565,171		2,567,434
LHFI (1)	83,281,327		82,891,309
ALLL	(5,954,321)		(5,999,656)
Net LHFI(5)	77,327,006		76,891,653
LHFS (2)	1,617,810		1,586,204
Premises and equipment, net (3)	916,072		936,291
Operating lease assets, net (5)(6)	7,253,905		8,357,063


Goodwill	2,766,665		2,766,665
Intangible assets, net	207,864		214,027
BOLI	2,055,523		2,056,456
Restricted cash (5)	6,094,527		5,322,087

Other assets (4) (5)	5,095,351		4,712,462
TOTAL ASSETS	$	168,088,181	$	164,572,121
LIABILITIES
Accounts payables and accrued expenses	$	7,194,797	$	6,042,405
Deposits and other customer accounts	81,207,311		78,977,702
Federal funds purchased and securities loaned or sold under repurchase agreements	21,305,562		19,460,394
Trading liabilities	3,609,135		4,002,351
Borrowings and other debt obligations (5)	35,367,551		37,102,112
Advance payments by borrowers for taxes and insurance	179,083		146,853

Other liabilities (5)	970,849		895,597
TOTAL LIABILITIES	149,834,288		146,627,414
Commitments and contingencies (Note 14)

MEZZANINE EQUITY
Preferred stock (no par value; 7,500,000 shares authorized; 2,000,000 shares outstanding at March 31, 2026 and December 31, 2025, respectively)	2,000,000		2,000,000

STOCKHOLDER'S EQUITY

Common stock and paid-in capital (no par value; 800,000,000 shares authorized; 530,391,043 shares outstanding at both March 31, 2026 and December 31, 2025, respectively)	17,289,649		17,307,470
Accumulated other comprehensive loss, net of tax	(576,548)		(533,559)
Accumulated deficit	(459,208)		(829,204)


TOTAL STOCKHOLDER'S EQUITY	16,253,893		15,944,707
TOTAL LIABILITIES, MEZZANINE AND STOCKHOLDER'S EQUITY	$	168,088,181	$	164,572,121

(1) Includes $4.0 million and $4.9 million of loans recorded at fair value at March 31, 2026 and December 31, 2025, respectively.

(2) Includes $1.4 billion and $1.5 billion of loans recorded at the FVO at March 31, 2026 and December 31, 2025, respectively.

(3) Net of accumulated depreciation of $2.9 billion and $2.8 billion at March 31, 2026 and December 31, 2025, respectively.

(4) Includes MSRs of $78.3 million and $79.5 million at March 31, 2026 and December 31, 2025, respectively, for which the Company has elected the FVO.

(5) The Company has interests in certain Trusts that are considered VIEs for accounting purposes. At March 31, 2026 and December 31, 2025, net LHFI included $21.1 billion and $21.6 billion, Operating leases assets, net included $7.3 billion and $8.4 billion, restricted cash included $835.7 million and $668.2 million, Other assets included $718.0 million and $710.7 million, Borrowings and other debt obligations included $22.3 billion and $23.6 billion, and Other liabilities included $115.8 million and $96.1 million of assets or liabilities, respectively, that were included within VIEs. See Note 5 to these Condensed Consolidated Financial Statements for additional information.

(6) Net of accumulated depreciation of $2.7 billion and $2.8 billion at March 31, 2026 and December 31, 2025, respectively.

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements

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SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited (In thousands)


	Three months ended March 31,
		2026		2025

INTEREST INCOME:
Loans		$	1,993,787	$	2,120,233
Interest-earning deposits		162,760		244,806
Interest and fees on federal funds sold and securities purchased under resale agreements or similar arrangements		310,053		440,876

Investment securities:
AFS		87,334		93,370
HTM		97,311		59,735
Trading securities		229,165		167,175
Other investments		10,133		10,705
TOTAL INTEREST INCOME		2,890,543		3,136,900
INTEREST EXPENSE:
Deposits and other customer accounts		441,277		488,583
Interest expense on federal funds purchased and securities loaned or sold under repurchase agreements		429,496		561,842
Interest expense on trading liabilities		43,477		39,649

Borrowings and other debt obligations		481,025		588,802
TOTAL INTEREST EXPENSE		1,395,275		1,678,876
NET INTEREST INCOME		1,495,268		1,458,024
Credit loss expense		431,342		425,943
NET INTEREST INCOME AFTER CREDIT LOSS EXPENSE		1,063,926		1,032,081

NON-INTEREST INCOME:
Consumer and commercial fees		123,710		108,416



Capital markets and foreign exchange income		170,581		95,729
Lease income		321,221		465,728
Miscellaneous income, net (1)		161,822		167,934
TOTAL FEES AND OTHER INCOME		777,334		837,807


Securities gains, net		26,480		40,259

TOTAL NON-INTEREST INCOME		803,814		878,066
GENERAL, ADMINISTRATIVE AND OTHER EXPENSES:
Compensation and benefits		544,323		564,157
Occupancy and equipment expenses		161,798		185,280
Technology, outside service, and marketing expense		215,612		204,381


Loan expense		83,722		75,556
Lease expense		287,480		355,400

Other expenses		92,003		142,577
TOTAL GENERAL, ADMINISTRATIVE AND OTHER EXPENSES		1,384,938		1,527,351







INCOME BEFORE INCOME TAX		482,802		382,796
Income tax provision		68,631		16,922


NET INCOME		$	414,171	$	365,874

(1) Includes equity investment income/(expense), net.

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements

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SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited (In thousands)


	Three months ended March 31,
		2026		2025

NET INCOME		$	414,171	$	365,874
OTHER COMPREHENSIVE INCOME, NET OF TAX
Net unrealized changes in cash flow hedge derivative financial instruments, net of tax		(37,625)		42,636
Net unrealized (losses) / gains on investment in debt securities, net of tax		(5,293)		2,025

Other		(71)		15,105
TOTAL OTHER COMPREHENSIVE (LOSS) / INCOME, NET OF TAX		(42,989)		59,766
COMPREHENSIVE INCOME		$	371,182	$	425,640

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements

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SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

Unaudited (In thousands)



	Common Shares Outstanding	Common Stock and Paid-in Capital		Accumulated Other Comprehensive Loss, Net of Tax		(Accumulated Deficit)		Total Stockholder's Equity		Preferred Stock Mezzanine















Balance, January 1, 2025	530,391	$	17,335,889	$	(717,700)	$	(942,662)	$	15,675,527	$	2,000,000

Comprehensive income	—	—		59,766		365,874		425,640		—










Dividends declared and payable on preferred stock	—	—		—		(44,175)		(44,175)		—


Balance, March 31, 2025	530,391	$	17,335,889	$	(657,934)	$	(620,963)	$	16,056,992	$	2,000,000

Balance, January 1, 2026	530,391	$	17,307,470	$	(533,559)	$	(829,204)	$	15,944,707	$	2,000,000

Comprehensive (loss) / income	—	—		(42,989)		414,171		371,182		—











Dividends paid on preferred stock	—	—		—		(44,175)		(44,175)		—




Stock compensation	—	(17,821)		—		—		(17,821)		—
Balance, March 31, 2026	530,391	$	17,289,649	$	(576,548)	$	(459,208)	$	16,253,893	$	2,000,000

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements

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SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited (in thousands)


	Three months ended March 31,
	2026		2025

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	414,171	$	365,874
Adjustments to reconcile net income to net cash provided by operating activities:

Credit loss expense	431,342		425,943
Deferred tax expense / (benefit)	7,255		(82,225)
Depreciation, amortization and accretion	576,642		657,231
Net gain on sale or disposal of loans, investment securities, and other assets	(23,397)		(43,130)









Originations and purchases of LHFS	(1,907,539)		(1,651,960)

Proceeds from sales of and collections on LHFS	1,992,549		1,533,857


Net change in:
Trading securities and trading liabilities, net	(2,298,260)		(3,765,986)

Other assets and BOLI	(197,684)		33,277
Other liabilities	1,276,878		735,950

Other operating activities, net	2,920		(721)
NET CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES	274,877		(1,791,890)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of AFS investment securities	503,234		200,245
Proceeds from prepayments and maturities of AFS investment securities	195,106		203,217
Purchases of AFS investment securities	(310,704)		(445,974)
Proceeds from prepayments and maturities of HTM investment securities	391,157		195,482
Purchases of HTM investment securities	(555,574)		(89,544)
Proceeds from sales and maturities of equity method and other investments	65,811		66,716

Purchases of and contributions to equity method and other investments	(272,450)		(87,800)

Net change in federal funds sold and securities purchased under resale agreements	(436,387)		(626,599)

Proceeds from sales of LHFI	106,000		58,451



Purchases of LHFI	(204,291)		—


Net change in loans other than purchases and sales	(971,684)		(370,416)
Purchases and originations of operating leases	(71,832)		(851,994)
Proceeds from the sale and termination of operating leases	791,235		1,019,260



Purchases and sales of premises and equipment, net	(41,853)		(36,573)







Other investing activities, net	20,248		4,061
NET CASH (USED IN) / PROVIDED BY INVESTING ACTIVITIES	(791,984)		(761,468)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits and other customer accounts	2,229,609		1,262,033
Net change in short-term borrowings	(38,816)		(1,181,399)
Net proceeds from long-term borrowings	3,717,666		11,489,031
Repayments of long-term borrowings	(5,429,535)		(9,351,550)


Net change in federal funds purchased and securities loaned or sold under repurchase agreements	1,845,168		3,265,894


Dividends paid on common stock and preferred stock	(44,175)		—








Other financing activities, net	14,409		38,330
NET CASH (USED IN) / PROVIDED BY FINANCING ACTIVITIES	2,294,326		5,522,339

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	1,777,219		2,968,981
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD	19,695,903		23,576,006
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (1)	$	21,473,122	$	26,544,987

(1) The three months ended March 31, 2026 and 2025 include cash and cash equivalents balances of $15.4 billion and $21.2 billion, respectively, and restricted cash balances of $6.1 billion and $5.3 billion, respectively.

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements

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NOTE 1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND ACCOUNTING POLICIES

SHUSA is the parent holding company of SBNA, a national banking association; SC, a consumer finance company headquartered in Dallas, Texas; BSI, a wholly-owned subsidiary of SBNA, a financial services company headquartered in Miami, Florida that offers a full range of banking services to foreign individuals and corporations based primarily in Latin America; SanCap, an institutional broker-dealer headquartered in New York which has significant capabilities in market-making via an experienced fixed-income sales and trading team and a focus on structuring and advisory services for asset originators in the real estate and specialty finance markets; SSLLC, a broker-dealer headquartered in Boston, Massachusetts; and several other subsidiaries. SHUSA is headquartered in Boston and SBNA's home office is in Wilmington, Delaware. SSLLC is a registered investment adviser with the SEC. SHUSA's two largest subsidiaries by asset size and revenue are SBNA and SC. SHUSA is a wholly-owned subsidiary of Santander. On December 30, 2025, SBNA filed applications with the FDIC and OCC for approval to merge Santander Consumer USA Holdings Inc., a consumer finance company headquartered in Dallas, Texas and a wholly-owned subsidiary of SHUSA, into SBNA, with SBNA to be the surviving entity.

The Company specializes in banking and consumer finance. Its consumer financing is focused on vehicle finance, servicing of third-party vehicle financing, and delivering service to dealers and customers across the full credit spectrum. This includes indirect origination and servicing of vehicle loans and leases, principally through manufacturer-franchised dealers in connection with their sale of new and used vehicles to retail consumers, origination of vehicle loans through a web-based direct lending program, purchases of vehicle loans from other lenders, and servicing of automobile and recreational and marine vehicle portfolios for other lenders. The Company sells consumer vehicle loans and leases through flow agreements and, when market conditions are favorable, it accesses the ABS market through securitizations of consumer vehicle loans and leases.

In addition to specialized consumer finance, the Company also attracts deposits and provides other retail banking services through its network of retail branches with locations in Connecticut, Delaware, Florida, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, and Rhode Island and originates small business, middle market, large and global commercial loans, multifamily loans, construction loans and other consumer loans and leases throughout the United States, with a focus on the Mid-Atlantic and Northeastern regions. The Company also acquires deposits nationally through SBNA's online Openbank platform. For large institutional investors, the Company provides structured products, emerging markets credit and U.S. investment grade credit, U.S. rates, short-term fixed-income, debt and equity capital markets, investment banking, exchange-traded derivatives, and cash equities, benefiting from a combination of Santander’s global reach and access to financial hubs together with extensive local market knowledge and regional expertise.

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NOTE 1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND ACCOUNTING POLICIES (continued)

Agreement to Acquire Webster Financial Corporation

On February 3, 2026, Santander and Webster entered into the Transaction Agreement. Among other things, the Transaction Agreement provides for the merger of Webster with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such merger transaction, and, immediately afterwards, the acquisition by Santander of all outstanding shares of Webster Virginia common stock through a statutory share exchange, all subject to the terms and conditions of the Transaction Agreement. The Transaction Agreement is subject to standard governance procedures, including obtaining the approval of Santander's and Webster's shareholders. Following completion of these transactions, Santander and Webster intend for the following transactions to occur:

i.SHUSA and Santander intend to enter into an agreement which, among other things, provides for the contribution of all outstanding shares of Webster Virginia common stock to SHUSA.

ii.SHUSA and Webster Virginia intend to enter into an agreement which among other things, provides for the merger of Webster Virginia with and into SHUSA following the Webster Virginia contribution.

iii.SHUSA, SBNA and Webster Bank intend for (a) the contribution by SHUSA of all of the outstanding shares of capital stock of Webster Bank to SBNA for no considerations; and (b) the merger of Webster Bank with and into SBNA immediately following the Webster Bank contribution, with SBNA being the surviving bank of such merger.

On March 30, 2026, SHUSA, SBNA and Webster Bank entered into an Agreement and Plan of Merger to provide for the Webster Bank contribution to SBNA and subsequent merger into SBNA. Also on March 30, 2026, SBNA submitted a Bank Merger Act application to request approval from the OCC for the bank merger. Regulatory applications have also been submitted to the Federal Reserve and the European Central Bank in connection with the transaction, approval of Santander's shareholders has been obtained and proxy materials soliciting approval of Webster's shareholders have been mailed.

Completion of the merger of Webster Bank into SBNA remains contingent upon the fulfillment of certain conditions at or prior to the event, including that all prior transactions related to the acquisition of Webster by Santander and subsequent contribution of Webster Bank to SBNA have closed and become effective.

Basis of Presentation

These Condensed Consolidated Financial Statements include the accounts of the Company and its consolidated subsidiaries, including certain Trusts that are considered VIEs. The Company generally consolidates VIEs for which it is deemed to be the primary beneficiary and VOEs in which the Company has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation.

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NOTE 1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND ACCOUNTING POLICIES (continued)

These Condensed Consolidated Financial Statements have been prepared in accordance with GAAP and pursuant to SEC regulations. In the opinion of management, the accompanying Condensed Consolidated Financial Statements reflect all adjustments of a normal and recurring nature necessary for a fair statement of the Consolidated Balance Sheets, Statements of Operations, Statements of Comprehensive Income, Statements of Stockholder's Equity and Statement of Cash Flows for the periods indicated, and contain adequate disclosure to make the information presented not misleading.

Certain prior-period amounts have been reclassified to conform to the current period presentation. These reclassifications did not have a material impact on the Company's consolidated financial condition or results of operations.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates, and those differences may be material. The most significant estimates include the ACL, expected end-of-term lease residual values, and goodwill. These estimates, although based on actual historical trends and modeling, may potentially show significant variances over time.

Recently Adopted Accounting Standards

During the fourth quarter of 2025, the Company adopted ASU 2025-08 Financial Instruments - Credit Losses (Topic 326): Purchased Loans. This ASU expands the population of acquired financial assets subject to the gross-up approach currently applied to PCD assets, under which the initial ACL is recorded through an adjustment to the initial amortized cost basis. This update requires certain non-PCD loans (excluding credit cards) acquired in a business combination or purchased at least 90 days after origination (provided the acquirer was not involved in the origination of the loan) to be deemed PSL and accounted for using the gross-up approach at acquisition. The non-credit adjustment to the loans’ basis is amortized to interest income over the remaining term.

Recently Issued Accounting Standards Not Yet Adopted

On November 26, 2024, the FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses, which requires a breakout of expenses in specific areas including employee compensation, depreciation, and intangible asset amortization. The new disclosure requirements are effective for annual reporting periods beginning in 2027 and interim periods thereafter, with early adoption permitted. The new guidance can be applied either prospectively to reporting periods after the effective date, or retrospectively to any or all prior periods presented. The Company continues to evaluate the disclosure-only impact of this guidance.

On September 18, 2025, the FASB issued ASU 2025-06 Targeted Improvements to the Accounting for Internal-Use Software. This update is intended to modernize the accounting for internal-use software development costs. This update is effective beginning January 1, 2028, with early adoption permitted. The adoption of this ASU will not materially impact the Company’s financial position or results of operations.

On November 25, 2025, the FASB issued ASU 2025-09 Derivatives and Hedging (Topic 815): Hedge Accounting Improvements to enable entities to further align hedge accounting with their risk management strategies by applying hedge accounting to a greater number of highly effective economic hedges. The new guidance is effective for annual reporting periods beginning in 2027 and interim periods thereafter, with early adoption permitted. The amendments are applied prospectively with certain optional transition provisions for existing hedging relationships. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures.

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NOTE 2. INVESTMENT SECURITIES

Summary of Investments in Debt Securities - AFS and HTM

The following table presents the amortized cost, gross unrealized gains and losses and approximate fair values of investments in debt securities AFS at the dates indicated:


	March 31, 2026								December 31, 2025
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Loss		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Loss		Fair Value
U.S. Treasury securities	$	214,335	$	2,131	$	(1)	$	216,465	$	700,294	$	6,109	$	—	$	706,403

ABS	1,175,903		258		(3,332)		1,172,829		947,660		368		(2,731)		945,297
Beneficial interest in Structured LLC (1)	1,052,605		15,743		—		1,068,348		1,070,348		26,441		—		1,096,789
MBS:
GNMA - Residential	2,574,637		51		(258,275)		2,316,413		2,636,121		11		(253,651)		2,382,481
GNMA - Commercial	614,957		236		(142,226)		472,967		622,086		3		(143,412)		478,677
FHLMC and FNMA - Residential	1,882,892		202		(295,778)		1,587,316		1,924,705		255		(288,059)		1,636,901
FHLMC and FNMA - Commercial	82,150		—		(1,353)		80,797		82,388		—		(1,201)		81,187
Unallocated fair value hedge basis adjustment (2)	(42,176)		—		42,176		—		(27,321)		—		27,321		—
Total investments in debt securities AFS	$	7,555,303	$	18,621	$	(658,789)	$	6,915,135	$	7,956,281	$	33,187	$	(661,733)	$	7,327,735

(1) Represents a 20 percent interest in the Structured LLC to hold and service a pool of multi-family loans.

(2) The Company has entered into fair value hedges of portions of a closed portfolio of AFS debt securities, using the portfolio layer method. Refer to Note 10 for additional information.

The following table presents the amortized cost, gross unrealized gains and losses and approximate fair values of investments in debt securities HTM at the dates indicated:


	March 31, 2026								December 31, 2025
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Loss		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Loss		Fair Value
U.S. Treasury securities	$	2,082,245	$	2,558	$	(4,899)	$	2,079,904	$	2,080,033	$	7,581	$	(194)	$	2,087,420

ABS and other interests in structured securities	2,041,933		5,108		(6,743)		2,040,298		2,020,398		13,029		(1,855)		2,031,572

MBS:
GNMA - Residential	3,103,857		3,687		(412,214)		2,695,330		3,105,976		4,484		(402,208)		2,708,252
GNMA - Commercial	4,480,435		185		(890,256)		3,590,364		4,524,381		399		(887,818)		3,636,962
FHLMC and FNMA - Residential	1,415,429		1,227		(81,541)		1,335,115		1,433,747		2,583		(76,337)		1,359,993
FHLMC and FNMA - Commercial debt securities	160,342		—		(493)		159,849		47,259		—		(96)		47,163
Total investments in debt securities HTM	$	13,284,241	$	12,765	$	(1,396,146)	$	11,900,860	$	13,211,794	$	28,076	$	(1,368,508)	$	11,871,362

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NOTE 2. INVESTMENT SECURITIES (continued)

The following table presents the carrying value of the Company's investment securities pledged as collateral:


(in thousands)	March 31, 2026		December 31, 2025
Pledged against public fund deposits	$	2,065,891	$	2,266,746
Pledged against borrowing capacity with the FRB	5,438,505		4,270,467
Pledged against repurchase agreements and supported hedging relationships, recourse on loans	21,992		21,966
Pledged against customer overnight sweeps	315,832		313,752
Pledged against borrowing capacity with the FHLB	4,347,103		4,428,489

Total collateral pledged	$	12,189,323	$	11,301,420

At March 31, 2026 and December 31, 2025, the Company had $185.5 million and $157.5 million, respectively, of accrued interest related to investment securities which is included in the Other assets line of the Company's Condensed Consolidated Balance Sheets. No accrued interest related to investment securities was written off during the periods ended March 31, 2026 or December 31, 2025.

Contractual Maturity of Investments in Debt Securities

Contractual maturities of the Company’s investments in debt securities AFS at March 31, 2026 were as follows:



(in thousands)	Amortized Cost(1)		Fair Value
Due within one year	$	19,377	$	19,334
Due after 1 year but within 5 years	313,454		312,346
Due after 5 years but within 10 years	805,341		796,013
Due after 10 years	6,459,307		5,787,442
Total	$	7,597,479	$	6,915,135
(1) Does not include unallocated fair value hedge basis adjustment.

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NOTE 2. INVESTMENT SECURITIES (continued)

Contractual maturities(1) of the Company’s investments in debt securities HTM at March 31, 2026 were as follows:



(in thousands)	Amortized Cost		Fair Value
Due within one year	$	836,521	$	836,925
Due after 1 year but within 5 years	1,445,786		1,442,732
Due after 5 years but within 10 years	1,004,601		1,004,294
Due after 10 years	9,997,333		8,616,909
Total	$	13,284,241	$	11,900,860

(1) Actual maturities may differ from contractual maturities when there is a right to call or prepay obligations with or without call or prepayment penalties.

Gross Unrealized Loss and Fair Value of Investments in Debt Securities AFS and HTM

The following table presents the aggregate amount of unrealized losses on debt securities in the Company’s AFS investment portfolios classified according to the amount of time those securities have been in a continuous loss position as of the dates indicated:


	March 31, 2026								December 31, 2025
	Less than 12 months				12 months or longer				Less than 12 months				12 months or longer
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Treasury securities	$	14,980	$	(1)	$	—	$	—	$	—	$	—	$	—	$	—

ABS	461,011		(1,932)		231,562		(1,400)		434,698		(1,230)		189,601		(1,501)

MBS:
GNMA - Residential	906		—		2,282,175		(258,275)		24,646		(3)		2,346,590		(253,648)
GNMA - Commercial	—		—		472,218		(142,226)		—		—		478,674		(143,412)
FHLMC and FNMA - Residential	—		—		1,574,259		(295,778)		—		—		1,622,952		(288,059)
FHLMC and FNMA - Commercial	159,849		—		80,797		(1,353)		—		—		81,187		(1,201)

Total investments in debt securities AFS (1)	$	636,746	$	(1,933)	$	4,641,011	$	(699,032)	$	459,344	$	(1,233)	$	4,719,004	$	(687,821)

(1) Does not include unallocated fair value hedge basis adjustment.

The following table presents the aggregate amount of unrealized losses on debt securities in the Company’s HTM investment portfolios classified according to the amount of time those securities have been in a continuous loss position as of the dates indicated:


	March 31, 2026								December 31, 2025
	Less than 12 months				12 months or longer				Less than 12 months				12 months or longer
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Treasury securities	$	1,184,679	$	(4,899)	$	—	$	—	$	304,680	$	(194)	$	—	$	—

ABS and other interests in structured securities	740,476		(6,743)		—		—		261,227		(1,855)		5,390		—

MBS:
GNMA - Residential	106,855		(572)		1,806,533		(411,642)		74,417		(71)		1,857,758		(402,137)
GNMA - Commercial	25,851		(321)		3,541,305		(889,935)		21,409		(522)		3,587,702		(887,296)
FHLMC and FNMA - Residential	87,706		(290)		1,011,547		(81,251)		21,926		(22)		1,043,428		(76,315)
FHLMC and FNMA - Commercial	159,849		(493)		—		—		47,162		(96)		—		—
Total investments in debt securities HTM	$	2,305,416	$	(13,318)	$	6,359,385	$	(1,382,828)	$	730,821	$	(2,760)	$	6,494,278	$	(1,365,748)

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NOTE 2. INVESTMENT SECURITIES (continued)

Allowance for credit-related losses on AFS and HTM securities

As discussed in Note 1 to the Company's Annual Report on Form 10-K for 2025, securities for which management expects risk of nonpayment of the amortized cost basis is zero do not have a reserve. Management has performed a review of securities that do not quality for the zero credit loss expectation exception and concluded that the unrealized losses are not credit-related. As a result, the Company did not record an allowance for credit-related losses on AFS or HTM securities at March 31, 2026 or December 31, 2025.

Gains (Losses) on Investment and Trading Securities

The realized gains and losses from investment and trading securities were as follows for the periods indicated:


	Three months ended March 31,
(in thousands)		2026		2025


AFS debt and other securities:
Gross realized gains		$	2,219	$	—
Gross realized losses		—		(169)

Net realized gains/(losses) on AFS and other securities		$	2,219	$	(169)
Total trading securities gains		24,261		40,428

Securities gains, net		$	26,480	$	40,259

The Company uses the specific identification method to determine the cost of the securities sold and the gain or loss recognized.

Trading Securities

At March 31, 2026 and December 31, 2025, the Company held $17.5 billion and $15.6 billion, respectively, of trading securities. Gains and losses on trading securities are recorded within Securities gains, net on the Company's Condensed Consolidated Statements of Operations. At March 31, 2026 and December 31, 2025, the Company had $16.9 billion and $15.3 billion, respectively, of assets classified as trading securities pledged as collateral to counterparties that have the right to repledge these securities.

Other Investments

Other investments consisted of the following as of the dates indicated:


(in thousands)	March 31, 2026		December 31, 2025
FHLB of Pittsburgh and FRB stock	$	463,696	$	508,375
LIHTC investments	1,083,469		1,034,197

Equity securities (1)	1,013,006		1,019,862
Interest-bearing deposits with an affiliate bank (2)	5,000		5,000

Total	$	2,565,171	$	2,567,434

(1) Includes $3.5 million and $4.4 million of retained interests in structured entities related to off-balance sheet securitizations as of March 31, 2026 and December 31, 2025, respectively, and $23.0 million and $23.0 million of equity securities accounted for at cost less impairment.

(2) Interest-bearing deposits include deposits maturing in more than 90 days with Santander affiliates that are not consolidated.

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NOTE 2. INVESTMENT SECURITIES (continued)

The Company's FHLB and FRB stock purchases and redemptions were as follows for the period indicated below. There were no gains or losses associated with these redemptions.


(in thousands)	Three months ended March 31, 2026
FLHB stock purchased at par	$	53
FHLB stock redeemed at par	60,778
FRB stock purchased at par	16,046
FRB stock redeemed at par	—

The Company's LIHTC investments are accounted for using the proportional amortization method. Equity securities and retained interests in structured entities are generally measured at fair value with changes in fair value recognized in net income. Certain privately held equity investments without a readily determinable fair value are accounted for at cost less impairment under the measurement alternative in ASC 321.

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NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loan and Lease Portfolio Composition

The Company's LHFI are generally reported at their outstanding principal balances net of any cumulative charge-offs, unamortized deferred fees and costs and unamortized premiums or discounts. Certain LHFI are accounted for at fair value under the FVO. Certain loans are pledged as collateral for borrowings, securitizations, or SPEs. These pledged loans totaled $48.4 billion at March 31, 2026 and $50.1 billion at December 31, 2025.

LHFS includes loans the Company has the intent to sell or securitize in an off-balance sheet securitization and loans that the Company no longer intends to hold to maturity or for the foreseeable future. For a discussion on the composition and valuation of LHFS at fair value, see Note 11 to these Condensed Consolidated Financial Statements.

At March 31, 2026 and December 31, 2025, accrued interest receivable on the Company's loans was $555.0 million and $587.7 million, respectively.

The following presents the composition of loans and leases HFI by portfolio and by rate type as of the dates indicated:


	March 31, 2026		December 31, 2025

(dollars in thousands)	Amount			Amount
Commercial LHFI:
CRE loans	$	7,995,301		$	8,135,821
C&I loans	7,711,550			7,820,988
Multifamily loans	9,511,784			9,601,558
Other commercial	8,367,740			8,249,571
Total commercial LHFI	$	33,586,375		$	33,807,938
Consumer loans secured by real estate:
Residential mortgages	3,961,066			4,039,103
Home equity loans and lines of credit	1,721,872			1,797,387
Total consumer loans secured by real estate	$	5,682,938		$	5,836,490
Consumer loans not secured by real estate:
RICs and auto loans	43,540,272			42,736,050
Personal unsecured loans	456,185			492,525
Other consumer	15,557			18,306
Total consumer loans	$	49,694,952		$	49,083,371
Total LHFI (1)	$	83,281,327		$	82,891,309

Fixed rate	$	60,482,428		$	59,079,072
Variable rate	22,798,899			23,812,237
Total LHFI (1)	$	83,281,327		$	82,891,309

(1) Total LHFI includes unamortized deferred loan fees, net of deferred origination costs; unamortized purchase premiums, net of discounts; unamortized

participation fees; accretable Subvention; as well as purchase accounting adjustments. These items resulted in a net positive adjustment to the loan balances of $618.8 million and $607.1 million as of March 31, 2026 and December 31, 2025, respectively.

During the three-month period ended March 31, 2026, the Company completed a clean-up call of an existing off-balance sheet securitization, which resulted in the repurchase of approximately $205.0 million of gross RICs for which a total reserve of $38.7 million was recorded at the acquisition date. The clean up call included the purchase of approximately $23.3 million in PCD loans for which a reserve of $9.8 million was recorded at the acquisition date.

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NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Portfolio segments and classes

The Company discloses information about the credit quality of its loans and leases at disaggregated levels, specifically defined as “portfolio segments” and “classes,” based on management’s systematic methodology for determining the ACL. The Company utilizes similar categorization compared to the financial statement categorization of loans to model and calculate the ACL and track the credit quality, delinquency and impairment status of the underlying loan populations. In disaggregating its financing receivables portfolio, the Company’s methodology begins with the commercial and consumer portfolio segments.

The commercial portfolio segmentation reflects line of business distinctions. The CRE line of business includes C&I owner-occupied real estate and specialized lending for investment real estate. C&I includes non-real estate-related commercial loans. "Multifamily" represents loans for multifamily residential housing units. “Other commercial” includes loans to global customer relationships in Latin America which are not defined as commercial or consumer for regulatory purposes as well as the Company's CEVF portfolio.

The Company's portfolio classes are substantially the same as its financial statement categorization of loans for consumer loan populations. “Residential mortgages” includes mortgages on residential property, including single family and 1-4 family units. "Home equity loans and lines of credit" include all organic home equity contracts and purchased home equity portfolios. "RICs and auto loans" includes the Company's direct automobile loan portfolios but excludes RV and marine RICs. "Personal unsecured loans" includes personal revolving loans and credit cards. “Other consumer” includes an acquired portfolio of marine RICs and RV contracts.

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NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

ACL Rollforward by Portfolio Segment

The ACL is comprised of the ALLL and the reserve for unfunded lending commitments. The activity in the ACL by portfolio segment was as follows for the periods indicated:



	Three months ended March 31, 2026						Three months ended March 31, 2025
(in thousands)	Commercial		Consumer		Total		Commercial		Consumer		Total
ALLL, beginning of period	$	471,728	$	5,527,928	$	5,999,656	$	565,685	$	5,996,327	$	6,562,012

Day 1 allowance on purchased loans at acquisition (1)	—		38,720		38,720		—		—		—
Credit loss expense / (benefit)	16,003		420,665		436,668		(2,102)		420,636		418,534
Charge-offs	(30,519)		(1,165,958)		(1,196,477)		(50,410)		(1,144,546)		(1,194,956)
Recoveries	8,934		666,820		675,754		14,235		634,081		648,316
Charge-offs, net of recoveries	$	(21,585)	$	(499,138)	$	(520,723)	$	(36,175)	$	(510,465)	$	(546,640)
ALLL, end of period	$	466,146	$	5,488,175	$	5,954,321	$	527,408	$	5,906,498	$	6,433,906

Reserve for unfunded lending commitments, beginning of period	$	42,638	$	9,877	$	52,515	$	46,026	$	1,917	$	47,943
Credit loss expense/ (benefit) on unfunded lending commitments	(4,955)		(371)		(5,326)		(1,609)		9,018		7,409
Loss on unfunded lending commitments	—		—		—		(59)		—		(59)
Reserve for unfunded lending commitments, end of period	$	37,683	$	9,506	$	47,189	$	44,358	$	10,935	$	55,293
Total ACL, end of period	$	503,829	$	5,497,681	$	6,001,510	$	571,766	$	5,917,433	$	6,489,199
(1) Purchased loans comprise PSL and PCD loans.

The credit risk in the Company’s loan portfolios is driven by credit and collateral quality and is affected by borrower-specific and economy-wide factors. In general, there is an inverse relationship between the credit quality of loans and projections of impairment losses, so that loans with better credit quality require a lower expected loss reserve. The Company manages this risk through its underwriting, pricing strategies, credit policy standards, and servicing guidelines and practices, as well as the application of geographic and other concentration limits.

The Company estimates CECL based on prospective information as well as account-level models based on historical data. Unemployment, HPI, CRE price index and used vehicle index growth rates, along with loan level characteristics, are the key inputs used in the models for prediction of the likelihood that the borrower will default in the forecasted period (the PD) and the loss in the event of default (the LGD). GDP is also a key input used in the models for the prediction of the likelihood that a borrower will default. The Company has determined the reasonable and supportable period to be three years, at which time the economic forecasts generally tend to revert to historical averages. The Company also utilizes qualitative adjustments to capture any additional risks that may not be captured in either the economic forecasts or in the historical data, including consideration of several factors such as the interpretation of economic trends and uncertainties, changes in the nature and volume of loan portfolios, trends in delinquency and collateral values, and concentration risk.

The Company generally uses a third-party vendor's consensus baseline macroeconomic scenario for the quantitative estimate and additional positive and negative macroeconomic scenarios to make qualitative adjustments for macroeconomic uncertainty and considers adjustments to macroeconomic inputs and outputs based on market volatility. The baseline scenario was based on the latest consensus forecasts available, which assume an increasing unemployment rate (which is a key driver of losses) and other macroeconomic uncertainties due to tariffs and other trade policies of the U.S. and its global trading partners. Additional downward risks continue to exist due to uncertainties related to increasing consumer indebtedness, and restricted job growth undermining consumer spending and growth. Using the weighted average of a range of economic forecast scenarios, we estimated at March 31, 2026 that the unemployment rate is expected to be approximately 5.4% at the end of 2026. In comparison, at December 31, 2025, management estimated the unemployment rate to be 5.5% at the end of 2025. Additionally, the weighted used vehicle index, where a higher number corresponds to a higher used car price at auction, was estimated at March 31, 2026 to be approximately 208 at the end of 2026, compared to our estimate at December 31, 2025 to be approximately 215 at the end of 2025. The scenarios used by the Company are periodically reassessed over a reasonable and supportable time horizon, with weightings assigned by management and approved through the established governance process.

The Company's ACL was $6.0 billion at March 31, 2026, a decrease of $50.7 million from December 31, 2025. The decrease in the ACL was primarily attributable to seasonality and changes in portfolio composition in RIC and auto loans and lower exposure in the personal unsecured portfolio. The ACL for the consumer portfolio segment decreased by $40.1 million and the ACL for the commercial portfolio segment decreased by $10.5 million at March 31, 2026 compared to December 31, 2025.

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NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Non-accrual loans by Class of Financing Receivable

The amortized cost basis of financing receivables that are non-accrual and other non-performing assets disaggregated by class of financing receivables (as well as the amount of non-accrual loans for which no related allowance is recorded) are as follows at the dates indicated:


	Non-accrual loans and other non-performing assets as of:(1)				Non-accrual loans with no related allowance
(in thousands)	March 31, 2026		December 31, 2025		March 31, 2026		December 31, 2025

Non-accrual loans:
Commercial:
CRE	$	189,175	$	187,657	$	89,872	$	79,107
C&I	87,135		47,813		22,216		25,817
Multifamily	395,221		309,994		88,716		89,352
Other commercial	4,610		4,518		—		—
Total commercial loans	$	676,141	$	549,982	$	200,804	$	194,276
Consumer:
Residential mortgages	52,349		59,089		1,359		1,411
Home equity loans and lines of credit	51,500		57,109		10,895		10,604
RICs and auto loans	2,246,909		2,683,202		158,866		167,766
Personal unsecured loans	85		93		—		—
Other consumer	11,339		18,413		21		15
Total consumer loans	$	2,362,182	$	2,817,906	$	171,141	$	179,796
Total non-accrual loans	$	3,038,323	$	3,367,888	$	371,945	$	374,072

OREO	38,622		41,978		—		—
Repossessed vehicles	268,428		249,913		—		—
Foreclosed and other repossessed assets	1,761		1,297		—		—
Total OREO and other repossessed assets	$	308,811	$	293,188	$	—	$	—
Total non-performing assets	$	3,347,134	$	3,661,076	$	371,945	$	374,072
(1) Interest income recognized on nonaccrual loans was $82.1 million and $68.7 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

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NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Age Analysis of Past Due Loans

The Company generally considers an account delinquent when an obligor fails to pay substantially all (defined as 90%) of the scheduled payment by the due date. When an account is deferred, the loan is returned to accrual status during the deferral period and accrued interest related to the loan is evaluated for collectability.

The amortized cost of past due loans and accruing loans 90 days or greater past due disaggregated by class of financing receivables is summarized as follows at the dates indicated:


As of:	March 31, 2026
(in thousands)	30-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Financing Receivables		Amortized Cost > 90 Days and Accruing
Commercial:
CRE (1)	$	45,236	$	95,571	$	140,807	$	8,432,839	$	8,573,646	$	—
C&I (2)	44,257		11,804		56,061		7,847,012		7,903,073		—
Multifamily	16,578		160,986		177,564		9,334,220		9,511,784		—
Other commercial	91,490		3,357		94,847		8,272,893		8,367,740		—
Consumer:
Residential mortgages (3)	120,852		48,765		169,617		4,639,391		4,809,008		—
Home equity loans and lines of credit	23,893		42,911		66,804		1,655,068		1,721,872		—
RICs and auto loans	5,349,888		512,516		5,862,404		37,677,868		43,540,272		—
Personal unsecured loans	12,038		10,739		22,777		433,408		456,185		8,645
Other consumer	630		41		671		14,886		15,557		—
Total	$	5,704,862	$	886,690	$	6,591,552	$	78,307,585	$	84,899,137	$	8,645

(1) CRE loans include $578.3 million of LHFS at March 31, 2026.

(2) C&I loans include $191.5 million of LHFS at March 31, 2026.

(3) Residential mortgages include $847.9 million of LHFS at March 31, 2026.


As of:	December 31, 2025
(in thousands)	30-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing
Commercial:
CRE(1)	$	53,752	$	106,685	$	160,437	$	8,207,814	$	8,368,251	$	—
C&I (2)	63,648		13,039		76,687		7,885,134		7,961,821		—
Multifamily	73,986		159,064		233,050		9,368,508		9,601,558		—
Other commercial	66,114		3,366		69,480		8,180,091		8,249,571		1
Consumer:
Residential mortgages (3)	77,611		59,167		136,778		5,115,266		5,252,044		—
Home equity loans and lines of credit	27,930		46,348		74,278		1,723,109		1,797,387		—
RICs and auto loans	6,072,147		673,386		6,745,533		35,990,517		42,736,050		—
Personal unsecured loans	21,996		18,049		40,045		452,480		492,525		8,699
Other consumer	863		205		1,068		17,238		18,306		—
Total	$	6,458,047	$	1,079,309	$	7,537,356	$	76,940,157	$	84,477,513	$	8,700

(1)CRE loans include $232.4 million of LHFS at December 31, 2025.

(2)C&I loans included $140.8 million of LHFS at December 31, 2025.

(3) Residential mortgages included $1.2 billion of LHFS at December 31, 2025.

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NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Commercial Lending Asset Quality Indicators

The Company's Risk Department performs a credit analysis and classifies certain loans over an internal threshold based on the commercial lending classifications described below:

PASS. Asset is well-protected by the current net worth and paying capacity of the obligor or guarantors, if any, or by the fair value less costs to acquire and sell any underlying collateral in a timely manner.

SPECIAL MENTION. Asset has potential weaknesses that deserve management’s close attention, which, if left uncorrected, may result in deterioration of the repayment prospects for an asset at some future date. Special mention assets are not adversely classified.

SUBSTANDARD. Asset is inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. A well-defined weakness or weaknesses exist that jeopardize the liquidation of the debt. The loans are characterized by the distinct possibility that the Company will sustain some loss if deficiencies are not corrected.

DOUBTFUL. Exhibits the inherent weaknesses of a substandard credit. Additional characteristics exist that make collection or liquidation in full highly questionable and improbable, on the basis of currently known facts, conditions and values. Possibility of loss is extremely high, but because of certain important and reasonable specific pending factors which may work to the advantage and strengthening of the credit, an estimated loss cannot yet be determined.

LOSS. Credit is considered uncollectible and of such little value that it does not warrant consideration as an active asset. There may be some recovery or salvage value, but there is doubt as to whether, how much or when the recovery would occur.

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NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Each commercial loan is evaluated to determine its risk rating at least annually. The indicators represent the rating for loans as of the date presented based on the most recent assessment performed. Amortized cost basis of loans in the commercial portfolio segment by credit quality indicator, class of financing receivable, and year of origination are summarized as follows:


March 31, 2026	Commercial Loan Portfolio (2)
(dollars in thousands)	Amortized Cost by Origination Year
Regulatory Rating:	2026(1)		2025		2024		2023		2022		Prior		Total (3)
CRE
Pass	$	675,190	$	550,479	$	1,121,153	$	1,195,285	$	1,312,173	$	1,378,098	$	6,232,378
Special mention	—		9,621		64,334		211,628		805,855		263,544		1,354,982
Substandard	—		—		127		35,962		413,792		503,917		953,798
Doubtful	—		—		—		—		—		32,488		32,488

Total CRE	$	675,190	$	560,100	$	1,185,614	$	1,442,875	$	2,531,820	$	2,178,047	$	8,573,646
Current period gross write-offs - CRE	$	—	$	—	$	—	$	—	$	—	$	2,754	$	2,754
C&I
Pass	$	186,234	$	582,133	$	882,783	$	460,259	$	868,414	$	2,957,091	$	5,936,914
Special mention	—		97,017		51,342		62,611		119,620		285,182		615,772
Substandard	—		154		50,709		68,560		94,235		315,531		529,189

N/A(4)	49,385		330,405		235,938		104,471		74,635		26,364		821,198
Total C&I	$	235,619	$	1,009,709	$	1,220,772	$	695,901	$	1,156,904	$	3,584,168	$	7,903,073
Current period gross write-offs - C&I	$	—	$	2,327	$	4,245	$	3,044	$	1,814	$	632	$	12,062
Multifamily
Pass	$	195,409	$	828,035	$	56,137	$	475,832	$	2,700,468	$	3,590,911	$	7,846,792
Special mention	—		3,450		—		91,049		162,666		113,092		370,257
Substandard	—		—		—		176,988		449,586		668,161		1,294,735


Total multifamily	$	195,409	$	831,485	$	56,137	$	743,869	$	3,312,720	$	4,372,164	$	9,511,784
Current period gross write-offs - Multifamily	$	—	$	—	$	—	$	—	$	—	$	12,849	$	12,849
Remaining commercial
Pass	$	2,145,409	$	2,631,484	$	1,222,228	$	706,689	$	587,682	$	1,069,613	$	8,363,105

Substandard	—		46		971		933		922		1,763		4,635


Total remaining commercial	$	2,145,409	$	2,631,530	$	1,223,199	$	707,622	$	588,604	$	1,071,376	$	8,367,740
Current period gross write-offs - Remaining commercial	$	37	$	—	$	—	$	—	$	—	$	2,817	$	2,854
Total commercial loans
Pass	$	3,202,242	$	4,592,131	$	3,282,301	$	2,838,065	$	5,468,737	$	8,995,713	$	28,379,189
Special mention	—		110,088		115,676		365,288		1,088,141		661,818		2,341,011
Substandard	—		200		51,807		282,443		958,535		1,489,372		2,782,357
Doubtful	—		—		—		—		—		32,488		32,488
N/A(4)	49,385		330,405		235,938		104,471		74,635		26,364		821,198
Total commercial loans	$	3,251,627	$	5,032,824	$	3,685,722	$	3,590,267	$	7,590,048	$	11,205,755	$	34,356,243
Current period gross write-offs - Total commercial	$	37	$	2,327	$	4,245	$	3,044	$	1,814	$	19,052	$	30,519

(1)Loans originated during the three months ended March 31, 2026.

(2)Includes $769.9 million of LHFS at March 31, 2026.

(3)Includes $3.1 million of revolving loans converted to term loans.

(4)Not subject to internal risk rating process.

Table of Contents

NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)


December 31, 2025	Commercial Loan Portfolio (2)
(dollars in thousands)	Amortized Cost by Origination Year
Regulatory Rating:	2025(1)		2024		2023		2022		2021		Prior		Total (3)
CRE
Pass	$	593,052	$	1,033,158	$	1,291,871	$	1,602,467	$	513,182	$	1,167,704	$	6,201,434
Special mention	9,720		—		156,521		770,466		192,505		199,083		1,328,295
Substandard	—		137		27,886		386,822		102,459		288,730		806,034
Doubtful	—		—		—		—		—		32,488		32,488

Total CRE	$	602,772	$	1,033,295	$	1,476,278	$	2,759,755	$	808,146	$	1,688,005	$	8,368,251
Current period gross write-offs - CRE	$	—	$	—	$	—	$	—	$	8,650	$	48,802	$	57,452
C&I
Pass	$	777,229	$	902,846	$	465,249	$	1,030,736	$	555,840	$	2,334,869	$	6,066,769
Special mention	63,594		20,419		90,361		42,008		98,873		167,823		483,078
Substandard	35		45,343		67,662		108,544		77,000		255,250		553,834

N/A(4)	352,229		261,666		119,486		89,734		29,795		5,230		858,140
Total C&I	$	1,193,087	$	1,230,274	$	742,758	$	1,271,022	$	761,508	$	2,763,172	$	7,961,821
Current period gross write-offs - C&I	$	3,265	$	14,301	$	13,411	$	14,052	$	4,864	$	14,711	$	64,604
Multifamily
Pass	$	831,626	$	62,702	$	488,387	$	2,943,747	$	1,385,731	$	2,298,668	$	8,010,861
Special mention	—		—		139,090		126,189		60,505		126,876		452,660
Substandard	—		—		120,054		411,352		222,928		383,703		1,138,037


Total multifamily	$	831,626	$	62,702	$	747,531	$	3,481,288	$	1,669,164	$	2,809,247	$	9,601,558
Current period gross write-offs - Multifamily	$	—	$	—	$	—	$	2,545	$	1,247	$	10,543	$	14,335
Remaining commercial
Pass	$	4,277,683	$	1,340,972	$	788,195	$	625,067	$	341,222	$	872,814	$	8,245,953

Substandard	—		1,200		259		607		738		814		3,618


Total remaining commercial	$	4,277,683	$	1,342,172	$	788,454	$	625,674	$	341,960	$	873,628	$	8,249,571
Current period gross write-offs - Remaining commercial	$	—	$	—	$	—	$	—	$	—	$	7,222	$	7,222
Total commercial loans
Pass	$	6,479,590	$	3,339,678	$	3,033,702	$	6,202,017	$	2,795,975	$	6,674,055	$	28,525,017
Special mention	73,314		20,419		385,972		938,663		351,883		493,782		2,264,033
Substandard	35		46,680		215,861		907,325		403,125		928,497		2,501,523
Doubtful	—		—		—		—		—		32,488		32,488
N/A(4)	352,229		261,666		119,486		89,734		29,795		5,230		858,140
Total commercial loans	$	6,905,168	$	3,668,443	$	3,755,021	$	8,137,739	$	3,580,778	$	8,134,052	$	34,181,201
Current period gross write-offs - Total commercial	$	3,265	$	14,301	$	13,411	$	16,597	$	14,761	$	81,278	$	143,613

(1)Loans originated during the year ended December 31, 2025.

(2)Includes $373.3 million of LHFS at December 31, 2025.

(3)Includes $3.8 million of revolving loans converted to term loans.

(4)Not subject to internal risk rating process.

Table of Contents

NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Consumer Lending Asset Quality Indicators-Credit Score

Consumer financing receivables for which either an internal or external credit score is a core component of the allowance model are summarized by credit score determined at origination as follows:

RICs and Auto Loans


As of March 31, 2026	RICs and auto loans
(dollars in thousands)	Amortized Cost by Origination Year (3)
Credit Score Range	2026(1)		2025		2024		2023		2022		Prior		Total		Percent
No FICO (2)	$	364,958	$	1,145,205	$	678,587	$	292,752	$	200,589	$	106,677	$	2,788,768	6.4	%
<600	2,022,385		6,033,147		3,791,118		2,088,554		1,273,359		814,080		16,022,643		36.8	%
600-639	801,049		2,952,505		2,151,940		1,205,338		768,594		369,361		8,248,787		18.9	%
640-679	441,445		1,715,081		1,523,975		756,491		487,360		207,796		5,132,148		11.8	%
680-719	310,873		1,038,110		1,022,860		565,014		336,159		207,279		3,480,295		8.0	%
720-759	215,110		568,065		662,177		367,311		246,971		192,452		2,252,086		5.2	%
>=760	1,249,859		1,272,669		1,543,524		581,101		509,002		459,390		5,615,545		12.9	%
Total	$	5,405,679	$	14,724,782	$	11,374,181	$	5,856,561	$	3,822,034	$	2,357,035	$	43,540,272	100.0	%
Current period gross write-offs - RICs and auto loans	$	2,174	$	349,823	$	361,606	$	224,182	$	131,400	$	70,347	$	1,139,532

(1) Loans originated during the three months ended March 31, 2026.

(2) Consists primarily of loans for which credit scores are not available or are not considered in the ALLL model.

(3) Excludes LHFS.


As of December 31, 2025	RICs and auto loans
(dollars in thousands)	Amortized Cost by Origination Year (3)
Credit Score Range	2025(1)		2024		2023		2022		2021		Prior		Total		Percent
No FICO (2)	$	1,294,566	$	788,100	$	339,108	$	237,769	$	87,563	$	44,104	$	2,791,210	6.5	%
<600	6,494,985		4,230,757		2,371,792		1,493,463		614,334		347,510		15,552,841		36.4	%
600-639	3,189,116		2,411,141		1,373,836		899,892		303,397		126,349		8,303,731		19.4	%
640-679	1,866,741		1,710,794		863,575		570,745		176,130		69,687		5,257,672		12.3	%
680-719	1,129,610		1,147,530		645,207		395,185		172,087		85,125		3,574,744		8.4	%
720-759	616,200		739,322		417,983		292,715		166,497		75,288		2,308,005		5.4	%
>=760	1,364,434		1,706,565		665,758		615,893		435,586		159,611		4,947,847		11.6	%
Total	$	15,955,652	$	12,734,209	$	6,677,259	$	4,505,662	$	1,955,594	$	907,674	$	42,736,050	100.0	%
Current period gross write-offs - RICs and auto loans	$	436,061	$	1,605,890	$	1,142,920	$	776,382	$	270,646	$	164,568	$	4,396,467

(1) Loans originated during the year ended December 31, 2025.

(2) Consists primarily of loans for which credit scores are not available or are not considered in the ALLL model.

(3) Excludes LHFS.

Table of Contents

NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Personal Unsecured Loans



As of March 31, 2026	Personal Unsecured loans
(dollars in thousands)	Amortized Cost by Origination Year(3)
Credit Score Range	2026(1)		2025		2024		2023		2022		Prior		Total		Percent
No FICO (2)	$	10,546	$	—	$	—	$	—	$	—	$	136	$	10,682	2.3	%
<600	—		6		13		14		9		2,798		2,840		0.6	%
600-639	53		633		729		815		776		5,086		8,092		1.8	%
640-679	351		3,546		4,512		5,894		5,633		28,283		48,219		10.6	%
680-719	946		10,810		12,856		15,745		14,125		59,693		114,175		25.0	%
720-759	1,790		15,801		14,243		17,069		19,295		61,261		129,459		28.4	%
>=760	3,263		25,224		16,905		15,654		17,692		63,980		142,718		31.3	%
Total	$	16,949	$	56,020	$	49,258	$	55,191	$	57,530	$	221,237	$	456,185	100.0	%
Current period gross write-offs - personal unsecured loans	$	—	$	3,288	$	6,975	$	8,228	$	3,662	$	3,730	$	25,883

(1) Loans originated during the three months ended March 31, 2026.

(2) Consists primarily of loans for which credit scores are not available or are not considered in the ALLL model.

(3) Excludes LHFS.



As of December 31, 2025	Personal Unsecured loans
(dollars in thousands)	Amortized Cost by Origination Year(3)
Credit Score Range	2025(1)		2024		2023		2022		2021		Prior		Total		Percent
No FICO (2)	$	12,933	$	—	$	—	$	—	$	—	$	132	$	13,065	2.7	%
<600	10		33		43		63		22		2,856		3,027		0.6	%
600-639	618		775		1,100		937		223		5,034		8,687		1.8	%
640-679	3,259		5,096		7,163		6,490		2,108		27,466		51,582		10.5	%
680-719	10,976		15,836		19,759		16,262		5,302		56,950		125,085		25.4	%
720-759	16,040		17,657		20,567		22,089		6,682		57,349		140,384		28.5	%
>=760	25,948		19,823		17,241		19,149		6,854		61,680		150,695		30.5	%
Total	$	69,784	$	59,220	$	65,873	$	64,990	$	21,191	$	211,467	$	492,525	100.0	%
Current period gross write-offs - personal unsecured loans	$	6,757	$	37,790	$	67,922	$	31,225	$	5,572	$	15,812	$	165,078

(1) Loans originated during the year ended December 31, 2025.

(2) Consists primarily of loans for which credit scores are not available or are not considered in the ALLL model.

(3) Excludes LHFS.

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NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Consumer Lending Asset Quality Indicators-FICO and LTV Ratio

For both residential and home equity loans, loss severity assumptions are incorporated in the loan and lease loss reserve models to estimate loan balances that will ultimately charge off. These assumptions are based on recent loss experience within various current LTV bands within these portfolios. LTVs are refreshed quarterly by applying Federal Housing Finance Agency Home price index changes at a state-by-state level to the last known appraised value of the property to estimate the current LTV. The Company's CECL loss calculation incorporates the refreshed LTV information to update the distribution of defaulted loans by LTV as well as the associated LGD for each LTV band. Reappraisals on a recurring basis at the individual property level are not considered cost-effective or necessary; however, reappraisals are performed on certain higher risk accounts to support line management activities, default servicing decisions, or when other situations arise for which, the Company believes the additional expense is warranted.

FICO scores are refreshed quarterly, where possible. The indicators disclosed represent the credit scores for loans as of the date presented based on the most recent assessment performed.

Residential mortgage and home equity financing receivables by LTV and FICO range are summarized as follows:


As of March 31, 2026	Amortized Cost by Origination Year (4)
(dollars in thousands)
Residential mortgages	2026(1)		2025(1)		2024(1)		2023		2022		Prior		Grand Total		Revolving Loans
LTV ratios (3)
No LTV available (2)	$	—	$	—	$	—	$	—	$	—	$	1,859	$	1,859	$	—
<= 70%	—		—		—		—		215,543		3,719,880		3,935,423		—
70.01% - 110%	—		—		—		—		21,600		1,840		23,440		—
Greater than 110%	—		—		—		—		—		344		344		—
Total residential mortgages	$	—	$	—	$	—	$	—	$	237,143	$	3,723,923	$	3,961,066	$	—

FICO scores
No FICO score available	$	—	$	—	$	—	$	—	$	—	$	2,393	$	2,393	$	—
<600	—		—		—		—		11,674		175,354		187,028		—
600-679	—		—		—		—		21,199		253,471		274,670		—
680-759	—		—		—		—		57,462		865,938		923,400		—
>=760	—		—		—		—		146,808		2,426,767		2,573,575		—
Total residential mortgages	$	—	$	—	$	—	$	—	$	237,143	$	3,723,923	$	3,961,066	$	—
Current period gross write-offs - residential mortgages	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Home equity
LTV ratios
No LTV available (2)	$	—	$	—	$	—	$	—	$	653	$	43,035	$	43,688	$	26,605
<= 70%	—		—		—		—		36,424		1,634,814		1,671,238		1,613,140
70.01% - 110%	—		—		—		—		2,875		2,796		5,671		4,504
Greater than 110%	—		—		—		—		599		676		1,275		1,274
Total home equity	$	—	$	—	$	—	$	—	$	40,551	$	1,681,321	$	1,721,872	$	1,645,523

FICO scores
No FICO score available	$	—	$	—	$	—	$	—	$	585	$	42,357	$	42,942	$	25,860
<600	—		—		—		—		666		119,323		119,989		105,407
600-679	—		—		—		—		3,147		194,602		197,749		183,831
680-759	—		—		—		—		12,574		513,580		526,154		507,370
>=760	—		—		—		—		23,579		811,459		835,038		823,055
Total home equity	$	—	$	—	$	—	$	—	$	40,551	$	1,681,321	$	1,721,872	$	1,645,523
Current period gross write-offs - home equity	$	—	$	—	$	—	$	—	$	—	$	304	$	304

(1) The Company ceased origination of new residential mortgage and home equity loans in 2022.

(2) Balances in the "No LTV available" or "No FICO score available" ranges primarily represent loans serviced by others, in run-off portfolios or for which a current LTV or FICO score is unavailable.

(3) The ALLL model considers LTV for financing receivables in first lien position and CLTV for financing receivables in second lien position for the Company.

(4) Excludes LHFS.

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NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)


As of December 31, 2025	Amortized Cost by Origination Year (4)
(dollars in thousands)
Residential mortgages	2025(1)		2024(1)		2023(1)		2022		2021		Prior		Grand Total		Revolving Loans
LTV ratios (3)
No LTV available (2)	$	—	$	—	$	—	$	—	$	—	$	1,575	$	1,575	$	—
<= 70%	—		—		—		213,683		970,129		2,824,077		4,007,889		—
70.01% - 110%	—		—		—		27,564		—		1,728		29,292		—
Greater than 110%	—		—		—		—		—		347		347		—
Total residential mortgages	$	—	$	—	$	—	$	241,247	$	970,129	$	2,827,727	$	4,039,103	$	—

FICO scores
No FICO score available	$	—	$	—	$	—	$	—	$	—	$	2,128	$	2,128	$	—
<600	—		—		—		12,154		23,111		152,269		187,534		—
600-679	—		—		—		21,836		47,536		217,424		286,796		—
680-759	—		—		—		58,146		197,808		689,329		945,283		—
>=760	—		—		—		149,111		701,674		1,766,577		2,617,362		—
Total residential mortgages	$	—	$	—	$	—	$	241,247	$	970,129	$	2,827,727	$	4,039,103	$	—
Current period gross write-offs - residential mortgages	$	—	$	—	$	—	$	24	$	—	$	14	$	38

Home equity
LTV ratios
No LTV available (2)	$	—	$	—	$	—	$	853	$	3,291	$	44,206	$	48,350	$	30,498
<= 70%	—		—		—		36,924		143,788		1,561,212		1,741,924		1,680,721
70.01% - 110%	—		—		—		2,944		625		2,305		5,874		4,818
Greater than 110%	—		—		—		399		456		384		1,239		1,239
Total home equity	$	—	$	—	$	—	$	41,120	$	148,160	$	1,608,107	$	1,797,387	$	1,717,276

FICO scores
No FICO score available	$	—	$	—	$	—	$	593	$	2,135	$	41,918	$	44,646	$	26,795
<600	—		—		—		1,125		6,616		123,210		130,951		113,923
600-679	—		—		—		2,746		11,917		188,186		202,849		188,793
680-759	—		—		—		12,778		47,192		491,880		551,850		538,674
>=760	—		—		—		23,878		80,300		762,913		867,091		849,091
Total home equity	$	—	$	—	$	—	$	41,120	$	148,160	$	1,608,107	$	1,797,387	$	1,717,276
Current period gross write-offs - home equity	$	—	$	—	$	—	$	—	$	—	$	2,237	$	2,237

(1) The Company ceased origination of new residential mortgage and home equity loans in 2022.

(2) Balances in the "No LTV available" or "No FICO score available" ranges primarily represent loans serviced by others, in run-off portfolios or for which a current LTV or FICO score is unavailable.

(3) The ALLL model considers LTV for financing receivables in first lien position and CLTV for financing receivables in second lien position for the Company.

(4) Excludes LHFS.

During the three months ended March 31, 2026, the Company reported $0.2 million in gross charge-offs related to other consumer portfolios.

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NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Loan Modifications

Occasionally the Company modifies loans to customers in financial difficulty by providing term extensions, payment deferrals, and interest rate reductions. When a loan is modified, the related unamortized net fees and costs and any prepayment penalties are carried forward and any fees received, and direct loan origination costs associated with the refinancing or restructuring, are deferred. Additionally, the EIR is recalculated based upon the amortized cost basis of the modified loan and its revised contractual cash flows.

All of the Company’s commercial loan modifications are based on the circumstances of the individual customer, including specific customers' complete relationship with the Company. Loan terms are modified to meet each borrower’s specific circumstances at a point in time and may allow for modifications such as term extensions, covenant waivers, payment holidays and interest rate reductions. Commercial loan modifications are generally restructured to allow for an upgraded risk rating and return to accrual status after a sustained period of payment performance has been achieved (typically 12 months for monthly payment schedules). The financial effect of modifications made to commercial loan borrowers through our deferral program is the addition of deferred amounts to the end of the original loan term.

The primary modification program for the Company’s residential mortgage and home equity portfolios is a proprietary program designed to keep customers in their homes and, when appropriate, prevent them from entering into foreclosure. The program is available to all customers facing a financial hardship regardless of their delinquency status. The main goal of the modification program is to review the customer’s entire financial condition to ensure that the proposed modified payment solution is affordable according to a specific DTI ratio range. The main modification benefits of the program allow for term extensions, interest rate reductions, and/or deferment of principal. The Company reviews each customer on a case-by-case basis to determine which benefit or combination of benefits will be offered to achieve the target DTI range.

For RICs and auto loans, the Company at times offers deferrals under which the consumer is allowed to defer a maximum of three payments per event to the end of the loan. We limit the frequency of each new deferral that may be granted to one deferral after completion of at least eight payments from origination and eight payments between each extension. The maximum number of months extended for the life of the loan for all automobile RICs is eight for non-natural disaster extensions and twelve for natural disaster extensions. Some marine and RV contracts also have a maximum of twelve months' extension to reflect their longer terms. Additionally, we generally limit the granting of deferrals on new accounts until a requisite number of payments has been received. During the deferral period, we continue to accrue and collect interest on the loan in accordance with the terms of the deferral agreement. Some auto loan modifications include a reduction of the interest rate and may include an extension of term to eligible borrowers at risk of default and repossession of the financed vehicle. The financial effect of RIC and auto loan modifications made through our deferral program is that it allows customers to defer payments for up to eight months over the life of the loan and the deferred payments are added to the end of the original loan term. All other modification types, which may include interest rate reductions and maturity date extensions of up to 36 months beyond the current maturity date, result in a reduction of the monthly payment.

When estimating the ACL, the Company uses a statistical methodology based on an expected credit loss approach that focuses on forecasting the expected credit loss components (i.e., PD, payoff, LGD and EAD) on a loan level basis to estimate the expected future lifetime losses. This methodology generally does not change when loans are modified. However, the Company monitors credit quality indicators and delinquency, and adjusts the allowance as those factors change. The Company generally uses a DCF approach for large impaired commercial loans. For all collateral-dependent loans, the Company measures the ACL as the difference between the asset’s amortized cost basis and the fair value of the underlying collateral as of the reporting date, adjusted for expected costs to sell. Refer to Note 1 to the Company's Annual Report on Form 10-K for 2025 for more information on the ACL.

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NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

The following table shows the amortized cost basis at the end of the reporting period for loans modified during the reporting period to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of modification granted.



















	Amortized Cost
	Three months ended								Three months ended
	March 31, 2026								March 31, 2025
(dollars in thousands):	Payment Deferral Only		All Other Modifications		Total		% of Total Class of Financing Receivable		Payment Deferral Only		All Other Modifications		Total		% of Total Class of Financing Receivable
Commercial:
CRE	$	251,105	$	306,106	$	557,211	6.50	%	$	224,874	$	59,656	$	284,530	3.15	%
C&I	7,499		18,293		25,792		0.33	%	24,451		39,149		63,600		0.77	%
Multifamily	168,295		25,325		193,620		2.04	%	8,131		76,503		84,634		0.86	%

Consumer:
Residential mortgages	—		4,446		4,446		0.09	%	—		313		313		0.01	%
Home equity loans and lines of credit	—		451		451		0.03	%	—		361		361		0.02	%
RICs and auto loans	384,235		38,347		422,582		0.97	%	295,929		31,280		327,209		0.73	%


Total	$	811,134	$	392,968	$	1,204,102	1.42	%	$	553,385	$	207,262	$	760,647	0.86	%

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NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Performance of Modified Loans

The Company monitors the performance of modified loans to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that have been modified in the 12- month period prior to period-end:


	Amortized Cost						Amortized Cost
	As of March 31, 2026						As of March 31, 2025
(in thousands)	Current		30-89 DPD		90+ DPD		Current		30-89 DPD		90+ DPD

Commercial:
CRE	$	1,278,205	$	11,827	$	34,211	$	505,410	$	96,942	$	52,834
C&I	54,228		2,010		234		303,035		16,260		12,655
Multifamily	426,634		6,033		—		187,668		12,478		5,966
Other commercial	83		—		53		190		—		—
Consumer:
Residential mortgages	6,456		2,024		28		2,100		672		196
Home equity loans and lines of credit	2,167		98		572		2,838		1,187		558
RICs and auto loans	955,096		461,133		43,670		904,001		396,249		35,324


Total	$	2,722,869	$	483,125	$	78,768	$	1,905,242	$	523,788	$	107,533

Payment Defaults Which Have Had a Prior Modification

A modified loan is generally considered to have subsequently defaulted if, after modification, the loan becomes 90 DPD. For RICs, a modified loan is considered to have subsequently defaulted after modification at the earlier of the date of repossession or 120 DPD. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. See Note 1 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for 2025 for more information on the Company's charge-off policy. The following table provides the amortized cost basis of financing receivables that had a payment default during the period and were modified in the 12-month period prior to default due to the borrower's financial difficulty:


	Amortized Cost
	Three months ended
		March 31, 2026	March 31, 2025
			Payment deferral		All other modification types		Payment deferral		All other modification types
(in thousands)
Commercial:

C&I			396		3		7,595		37
Multi-family			2,363		—		—		—
Other commercial			53		—		—		—
Consumer:
Residential mortgages			—		615		—		196
Home equity loans and lines of credit			—		477		—		—
RICs and auto loans			69,376		1,284		59,509		882


Total			$	72,188	$	2,379	$	67,104	$	1,115

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NOTE 4. OPERATING LEASE ASSETS, NET

The Company has operating leases, including leased vehicles, which are included in the Company's Condensed Consolidated Balance Sheets as Operating lease assets, net.

Operating lease assets, net consisted of the following as of the periods indicated:


(in thousands)	March 31, 2026		December 31, 2025












Basis in leased vehicles (1)	$	9,962,258	$	11,155,043
Less: accumulated depreciation	(2,708,353)		(2,797,980)
Leased vehicles, net	$	7,253,905	$	8,357,063
(1) Represents the basis in leased vehicles where the Company is the lessor. Unaccreted manufacturers subvention payments and unamortized origination and other costs are treated as a reduction to this basis.

The following summarizes the future minimum rental payments due to the Company as lessor under operating leases as of March 31, 2026:


	(in thousands)
2026	$	900,835
2027	477,561
2028	77,341
2029	3,380


Total	$	1,459,117

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NOTE 5. VIEs

The Company transfers RICs and vehicle leases into newly-formed Trusts that then issue one or more classes of notes payable backed by the collateral. The Company’s continuing involvement with these Trusts is in the form of servicing the assets and, generally, through holding residual interests in the Trusts. The Trusts are considered VIEs under GAAP, and the Company may or may not consolidate these VIEs on its Condensed Consolidated Balance Sheets.

The collateral and borrowings under credit facilities and securitization notes payable of the Company’s consolidated VIEs remain on the Condensed Consolidated Balance Sheets. The Company recognizes finance charges, fee income, and provisions for credit losses on the RICs, and leased vehicles and interest expense on the debt. Revolving credit facilities generally also utilize entities that are considered VIEs which are included on the Condensed Consolidated Balance Sheets.

The Company also uses a titling trust to originate and hold its leased vehicles and the associated leases, for administrative efficiency and also to facilitate the pledging of leases to financing facilities or the sale of leases to other parties without incurring the costs and administrative burden of retitling the leased vehicles. In this process, the leases may be transferred to separate legal units within the titling trust to segregate them for ownership purposes, including for securitizations. This does not result in any changes to the accounting for the leases. This titling trust is considered a VIE. Refer to Note 4 to these Condensed Consolidated Financial Statements for further information on the Company's leased vehicles.

On-balance sheet VIEs

The assets and liabilities of consolidated VIEs are presented below. Certain of these assets can be used only to settle obligations of the consolidated VIEs and the liabilities of those entities for which creditors (or beneficial interest holders) do not have recourse to the Company's general credit.

The assets and liabilities of consolidated VIEs included the following at the dates indicated:


(in thousands)	March 31, 2026		December 31, 2025
Assets
Restricted cash	$	835,736	$	668,215

Net LHFI	21,114,301		21,607,557
Operating lease assets, net (1)	7,253,905		8,357,063
Various other assets	717,976		710,745
Total Assets	$	29,921,918	$	31,343,580
Liabilities
Notes payable	$	22,290,335	$	23,597,483
Various other liabilities	115,824		96,054
Total Liabilities	$	22,406,159	$	23,693,537

(1) As noted above, all leased vehicles are originated through a titling trust. At March 31, 2026 and December 31, 2025, $4.0 billion and $3.7 billion, respectively, of leased vehicle assets included in this amount were in a titling trust, but not in a securitization trust.

The Company services receivables transferred to the Trusts and receives a monthly servicing fee on the outstanding principal balance. Supplemental fees, such as late charges, for servicing the receivables are reflected in Miscellaneous income, net.

As of March 31, 2026 and December 31, 2025, the Company was servicing $24.5 billion and $25.1 billion, respectively, of gross RICs that have been transferred to consolidated Trusts. Certain amounts shown above are greater than the amounts shown in the corresponding line items in the accompanying Condensed Consolidated Balance Sheets due to intercompany eliminations between the VIEs and other entities consolidated by the Company. For example, for most of its securitizations, the Company retains one or more of the lowest tranches of bonds. Rather than showing investment in bonds as an asset and the associated debt as a liability, these amounts are eliminated in consolidation as required by GAAP.

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NOTE 5. VIEs (continued)

A summary of the cash flows received from the consolidated Trusts for the respective periods is as follows for the periods indicated:


	Three months ended March 31,
(in thousands)		2026		2025
Assets securitized		$	1,902,612	$	5,233,628

Net proceeds from new securitizations (1)		$	1,585,140	$	4,276,260
Net proceeds on retained bonds from new securitizations		308,430		700,420
Cash received for servicing fees (2)		252,656		208,662

Net distributions from Trusts (2)		1,255,560		1,472,878
Total cash received from Trusts		$	3,401,786	$	6,658,220

(1) Includes additional advances on existing securitizations.

(2) These amounts are not reflected in the SCF because the cash flows are between the VIEs and other entities included in the consolidation.

Off-balance sheet VIEs

At March 31, 2026 and December 31, 2025, the Company was servicing RICs of $1.5 billion and $2.0 billion, respectively, that have been sold in off-balance sheet securitizations and were subject to an optional clean-up call.

A summary of cash flows received from Trusts for the respective periods were as follows for the periods indicated:


	Three months ended March 31,
(in thousands)		2026		2025



Cash received for servicing fees		9,246		12,130
Total cash received from Trusts		$	9,246	$	12,130
(1) Represents the UPB at the time of original securitization. (2) Table excludes impacts of non-cash deconsolidation transaction referred to above.

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NOTE 5. VIEs (continued)

Other than repurchases of sold assets due to claims against standard representations and warranties, the Company's exposure to loss as a result of its involvement with these VIEs is limited to its retained interests in the VIE. The carrying value of this exposure at March 31, 2026 was $886.2 million and $3.0 million of debt and equity investments, respectively, compared to $1.0 billion and $3.9 million at December 31, 2025. These amounts are reported in debt securities HTM and other investments, respectively, in Note 2 to these Condensed Consolidated Financial Statements.

During the three months ended March 31, 2026, the Company securitized $1.3 billion of mortgage LHFS in off-balance transactions. The Company has retained $47.2 million of variable interests in the new securitizations for risk retention purposes.

As of March 31, 2026, SBNA serviced approximately $7.8 billion in multi-family loans for the Structured LLC in which the Company has a beneficial interest and received a market rate servicing fee. For the three months ended March 31, 2026 and March 31, 2025, SBNA recognized $13.2 million and $14.1 million, respectively, in servicing fee income from the servicing of these assets which is recorded in Miscellaneous income, net, in the accompanying Condensed Consolidated Statements of Operations.

NOTE 6. DEPOSITS AND OTHER CUSTOMER ACCOUNTS

Deposits and other customer accounts are summarized as follows at the dates indicated:


	March 31, 2026				December 31, 2025
(dollars in thousands)	Balance		Percent of total deposits		Balance		Percent of total deposits
Interest-bearing demand deposits	$	12,067,317	14.9	%	$	11,815,661	15.0	%
Non-interest-bearing demand deposits	13,567,079		16.7	%	13,789,313		17.5	%
Savings	14,595,102		18.0	%	11,288,787		14.3	%
Customer repurchase accounts	241,919		0.3	%	234,940		0.3	%
Money market	26,487,981		32.6	%	26,772,150		33.8	%
CDs	14,247,913		17.5	%	15,076,851		19.1	%
Total deposits (1)	$	81,207,311	100.0	%	$	78,977,702	100.0	%

(1) Includes foreign deposits, as defined by the FRB, of $5.3 billion and $5.6 billion at March 31, 2026 and December 31, 2025, respectively.

Demand deposit overdrafts that have been reclassified as loan balances were $406.3 million and $394.7 million at March 31, 2026 and December 31, 2025, respectively.

At March 31, 2026 and December 31, 2025, the Company had $5.8 billion and $6.4 billion, respectively, of CDs greater than $250 thousand.

The Company's subsidiaries had outstanding irrevocable letters of credit totaling $100.0 million and $100.0 million from the FHLB of Pittsburgh at March 31, 2026 and December 31, 2025, respectively, used to secure uninsured deposits placed with the Bank by state and local governments and their political subdivisions.

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NOTE 7. BORROWINGS

Total borrowings and other debt obligations at March 31, 2026 were $35.4 billion, compared to $37.1 billion at December 31, 2025. The Company's debt agreements impose certain limitations on dividend payments and other transactions. The Company is currently in compliance with these limitations.

During the three months ended March 31, 2026, the Company issued the following debt:

•$325.1 million of variable rate CLNs due January 2039. These notes contain a financial guarantee on a reference pool of $1.5 billion in commercial loans owned by the Company. These notes bear interest at a rate equal to the SOFR index plus 5.25% and re-sets monthly.

•$1.9 billion of secured structured financings in its SDART platform, of which it retained approximately $308.4 million in interests in the VIE.

The Company continues to consolidate these VIEs on its Condensed Consolidated Balance Sheets.

Parent Company and other Subsidiary Borrowings and Debt Obligations

The following table presents the Parent Company and its subsidiaries' borrowings and other debt obligations at the dates indicated:


	March 31, 2026				December 31, 2025
(dollars in thousands)	Balance		Effective Rate		Balance		Effective Rate
Parent Company Borrowings
Senior notes, due various dates through May 2035	11,826,668		2.57% - 7.73%		11,823,457		2.57% - 7.73%
Subordinated notes, due various dates through December 2032	1,000,000		2.88% - 7.18%		1,000,000		2.88% - 7.18%
Subsidiary Borrowings
Short-term borrowing due within one year, maturing through June 2026	353,442		3.47	%	692,258		3.61	%
FHLB advances, maturing through April 2027	471,442		4.10	%	707,835		4.16	%
Credit-Linked Notes due various dates through February 2052	1,119,729		6.38% - 17.14%		913,331		6.37% - 16.29%
Warehouse lines with third parties maturing through April 2028	—		—%		215,000		4.67	%
Warehouse lines with Santander, maturing through October 2027	1,895,900		4.41	%	1,999,900		4.44	%
Secured structured financings maturing through May 2034	18,700,370		0.59% -7.69%		19,750,331		0.58% - 7.69%
Total Parent Company and subsidiaries' borrowings and other debt obligations	$	35,367,551			$	37,102,112

Warehouse Lines

The following tables present information regarding the Company's warehouse lines at the dates indicated:


	March 31, 2026
(dollars in thousands)	Balance		Committed Amount		Effective Rate		Assets Pledged		Restricted Cash Pledged




Warehouse line due April 2027	—		750,000		4.63	%	—		91
Warehouse line due April 2028	—		1,000,000		4.48	%	—		—








Total facilities with third parties	$	—	$	1,750,000	—	%	$	—	$	91

Warehouse line with Santander due October 2027	$	1,895,900	$	2,000,000	4.41	%	$	2,940,575	$	—



Total credit facilities	$	1,895,900	$	3,750,000	4.41	%	$	2,940,575	$	91

The warehouse lines and repurchase facilities are fully collateralized by a designated portion of the Company's RICs, leased vehicles, securitization notes payable, and residuals retained by the Company.

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NOTE 7. BORROWINGS (continued)

Secured Structured Financings

The following tables present information regarding the Company's secured structured financings at the dates indicated:


	March 31, 2026
(dollars in thousands)	Balance		Initial Note Amounts Issued (3)		Initial Weighted Average Interest Rate Range	Collateral (2)		Restricted Cash
Public securitizations maturing on various dates through May 2034(1)	$	17,727,617	$	42,138,465	0.59% - 7.69%	$	23,461,379	$	812,764
Privately issued amortizing notes maturing on various dates through August 2030 (3)	972,753		7,232,571		3.13% - 6.73%	1,663,913		22,881
Total secured structured financings	$	18,700,370	$	49,371,036	0.59% - 7.69%	$	25,125,292	$	835,645

(1) Securitizations executed under Rule 144A of the Securities Act are included within this balance.

(2) Secured structured financings may be collateralized by collateral overages of other issuances.

(3) Excludes securitizations which no longer have outstanding debt and excludes any incremental borrowings.

Most of the Company's secured structured financings are in the form of public, SEC-registered securitizations. The Company also executes private securitizations under Rule 144A of the Securities Act, and periodically issues private term amortizing notes, which are structured similarly to securitizations but are acquired by banks and conduits. The Company's securitizations and private issuances are collateralized by vehicle RICs and loans or leases.

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NOTE 8. ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS)

The following table presents the components of AOCI / (loss), net of related tax, for the periods indicated.


		Total Other Comprehensive Income/(Loss)									Total Accumulated Other Comprehensive Income/(Loss)
		Three months ended March 31, 2026									December 31, 2025						March 31, 2026
(in thousands)	Pre-tax Activity			Tax Effect			Net Activity			Beginning Balance			Net Activity			Ending Balance
Change in AOCI on cash flow hedge derivative financial instruments		$	(48,300)		$	13,034		$	(35,266)
Reclassification adjustment for net losses/(gains) on cash flow hedge derivative financial instruments (1)		(3,172)			813			(2,359)
Net unrealized (losses)/gains on cash flow hedge derivative financial instruments		(51,472)			13,847			(37,625)			$	36,490		$	(37,625)		$	(1,135)



Change in unrealized (losses)/gains on investments in debt securities		(4,712)			1,069			(3,643)
Reclassification adjustment for net losses/(gains) included in net income/(expense) on debt securities AFS (2)		(2,219)			569			(1,650)


Net unrealized (losses)/gains on investments in debt securities		(6,931)			1,638			(5,293)			(569,707)			(5,293)			(575,000)



Other(3)		(157)			86			(71)			(342)			(71)			(413)


As of March 31, 2026		$	(58,560)		$	15,571		$	(42,989)		$	(533,559)		$	(42,989)		$	(576,548)

(1) Net gains/(losses) reclassified into Interest on borrowings and other debt obligations in the Condensed Consolidated Statements of Operations for settlements of interest rate swap contracts designated as cash flow hedges.

(2) Net (gains)/losses reclassified into Securities gains, net in the Condensed Consolidated Statements of Operations for the sale of debt securities.

(3) Including the computation of net periodic pension costs


	Total Other Comprehensive Income/(Loss)						Total Accumulated Other Comprehensive Income/(Loss)
	Three months ended March 31, 2025						December 31, 2024				March 31, 2025
(in thousands)	Pre-tax Activity		Tax Effect		Net Activity		Beginning Balance		Net Activity		Ending Balance
Change in AOCI on cash flow hedge derivative financial instruments	$	58,581	$	(13,538)	$	45,043
Reclassification adjustment for net (gains)/losses on cash flow hedge derivative financial instruments (1)	(3,217)		810		(2,407)
Net unrealized gains/(losses) on cash flow hedge derivative financial instruments	55,364		(12,728)		42,636		$	(72,170)	$	42,636	$	(29,534)

Change in unrealized (losses)/gains on investments in debt securities	10,647		(8,748)		1,899
Reclassification adjustment for net (gains)/losses included in net income/(expense) on debt securities AFS (2)	169		(43)		126


Net unrealized gains/(losses) on investments in debt securities	10,816		(8,791)		2,025		(630,346)		2,025		(628,321)


Other(3)	20,359		(5,254)		15,105		(15,184)		15,105		(79)


As of March 31, 2025	$	86,539	$	(26,773)	$	59,766	$	(717,700)	$	59,766	$	(657,934)

(2) Net (gains)/losses reclassified into Securities gains, net in the Condensed Consolidated Statements of Operations for the sale of debt securities.

(3) Including the computation of net periodic pension costs

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NOTE 9. SECURITIES FINANCING ACTIVITIES

The Company may enter into Securities Financing Activities primarily to deploy the Company’s excess cash and investment positions. Securities Financing Activities are treated as collateralized financings and are included in "Federal funds sold and securities purchased under resale agreements or similar arrangements" and "Federal funds purchased and securities loaned or sold under repurchase agreements" on the Company’s Condensed Consolidated Balance Sheets. Refer to Note 1 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for 2025 for further discussion of accounting for and the offsetting of securities financing assets and liabilities.

Securities borrowed and purchased under agreements to resell, at their respective carrying values, consisted of the following at the dates indicated:


(in thousands)	March 31, 2026		December 31, 2025
Securities purchased under agreements to resell	$	7,850,294	$	7,233,107
Securities borrowed	1,225,760		1,406,560
Total	$	9,076,054	$	8,639,667

Securities loaned or sold under agreements to repurchase, at their respective carrying values, consisted of the following at the dates indicated:


(in thousands)	March 31, 2026		December 31, 2025
Securities sold under agreements to repurchase	$	21,300,741	$	19,459,083
Securities lending	4,821		1,311
Total	$	21,305,562	$	19,460,394

Securities Financing Activities are generally executed under standard industry agreements, including master agreements that create a single contract under which all transactions between two counterparties are executed, allowing for trade aggregation of receivables and payables into a single net payment or settlement. The amounts of securities financing assets or liabilities qualified for offset in the Condensed Consolidated Balance Sheets were as follows for the dates indicated.



	March 31, 2026
(in thousands)	Gross amounts of recognized assets		Gross amounts offset on the Condensed Consolidated Balance Sheets (1)		Net amounts of assets included on the Condensed Consolidated Balance Sheets

Securities purchased under agreements to resell	$	30,879,303	$	(23,029,009)	$	7,850,294
Securities borrowed	1,225,760		—		1,225,760
Total	$	32,105,063	$	(23,029,009)	$	9,076,054

	March 31, 2026
(in thousands)	Gross amounts of recognized liabilities		Gross amounts offset on the Condensed Consolidated Balance Sheets (1)		Net amounts of liabilities included on the Condensed Consolidated Balance Sheets

Securities sold under agreements to repurchase	$	44,329,750	$	(23,029,009)	$	21,300,741
Securities lending	4,821		—		4,821
Total	$	44,334,571	$	(23,029,009)	$	21,305,562
(1) Includes financial instruments subject to enforceable master netting agreements that are permitted to be offset under ASC 210-20-45.

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NOTE 9. SECURITIES FINANCING ACTIVITIES (continued)



	December 31, 2025
(in thousands)	Gross amounts of recognized assets		Gross amounts offset on the Consolidated Balance Sheets (1)		Net amounts of assets included on the Consolidated Balance Sheets

Securities purchased under agreements to resell	$	27,629,073	$	(20,395,965)	$	7,233,108
Securities borrowed	1,406,559		—		1,406,559
Total	$	29,035,632	$	(20,395,965)	$	8,639,667

	December 31, 2025
(in thousands)	Gross amounts of recognized liabilities		Gross amounts offset on the Consolidated Balance Sheets (1)		Net amounts of liabilities included on the Consolidated Balance Sheets

Securities sold under agreements to repurchase	$	39,855,048	$	(20,395,965)	$	19,459,083
Securities lending	1,311		—		1,311
Total	$	39,856,359	$	(20,395,965)	$	19,460,394
(1) Includes financial instruments subject to enforceable master netting agreements that are permitted to be offset under ASC 210-20-45.

The following table presents the gross amounts of liabilities associated with Securities Financing Activities by remaining contractual maturity as of the date indicated:


	March 31, 2026
(in thousands)	Open and overnight		Up to 30 days		31-90 days		Greater than 90 days		Total
Securities sold under agreements to repurchase	$	31,509,768	$	4,671,561	$	2,941,911	$	5,206,510	$	44,329,750
Securities lending	4,821		—		—		—		4,821
Total	$	31,514,589	$	4,671,561	$	2,941,911	$	5,206,510	$	44,334,571

The following table presents the gross amounts of liabilities associated with Securities Financing Activities by class of underlying collateral as of the dates indicated:


	March 31, 2026						December 31, 2025
(in thousands)	Repurchase agreements		Securities lending		Total		Repurchase agreements		Securities lending		Total

U.S. Treasury	$	24,393,093	$	—	$	24,393,093	$	20,706,654	$	—	$	20,706,654
Residential agency MBS	18,498,986		—		18,498,986		17,670,968		—		17,670,968
Corporate and other securities	1,437,671		4,821		1,442,492		1,477,426		1,311		1,478,737
Total	$	44,329,750	$	4,821	$	44,334,571	$	39,855,048	$	1,311	$	39,856,359

The Company enters into securities lending transactions in which it borrows securities from clients and lends those securities to third parties in exchange for collateral and a lending fee. These transactions are accounted for as secured borrowings under ASC 860. Collateral received in these transactions consists primarily of securities and is associated to the nominee account related to client securities held. In certain arrangements, the Company is not permitted to sell or repledge the collateral received. Accordingly, such collateral is not recognized on the balance sheet. Collateral is recognized only when received in the form of cash or securities that the Company is permitted to sell or repledge. As of March 31, 2026, the Company had securities borrowed and lent of $762.0 million and received collateral of $803.5 million under these arrangements. These amounts are not reflected on the consolidated balance sheet. The Company retains exposure to counterparty credit risk in the event that a borrower fails to return the securities. This risk is mitigated through the receipt of collateral and ongoing monitoring of collateral values. Fees earned from borrowers are recorded in non-interest income, while amounts paid to clients are recorded as expense.

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NOTE 10. DERIVATIVES

General

Derivatives represent contracts between parties that usually require little or no initial net investment and result in one or both parties delivering cash or another type of asset to the other party based on a notional amount and an underlying asset, index, interest rate or future purchase commitment or option as specified in the contract. Derivative transactions are often measured in terms of notional amount, but this amount is generally not exchanged, is not recorded on the balance sheet and does not represent the Company`s exposure to credit loss. The notional amount is the basis on which the financial obligation of each party to the derivative contract is calculated to determine required payments under the contract. The Company controls the credit risk of its derivative contracts through credit approvals, limits and monitoring procedures. The underlying variable is typically a referenced interest rate (commonly the OIS rate or a SOFR-based rate), security, credit spread or index.

The Company’s capital markets and mortgage banking activities are subject to price risk. The Company employs various tools to measure and manage price risk in its portfolios. In addition, the Board of Directors has established certain limits relative to positions and activities. The level of price risk exposure at any given time depends on the market environment and expectations of future price and market movements and will vary from period to period.

See Note 11 to these Condensed Consolidated Financial Statements for discussion of the valuation methodology for derivative instruments.

Credit Risk Contingent Features

The Company has entered into certain derivative contracts that require the posting of collateral to counterparties when those contracts are in a net liability position. The amount of collateral to be posted is based on the amount of the net liability and thresholds generally related to the Company's long-term senior unsecured credit ratings. In a limited number of instances, counterparties also have the right to terminate their ISDA Master Agreements if the Company's ratings fall below a specified level, typically investment grade. As of March 31, 2026, derivatives in this category had a fair value of zero. The credit ratings of the Company and SBNA are currently considered investment grade. As of March 31, 2026, no additional collateral would be required if there were a further 1- or 2- notch downgrade by either S&P or Moody's.

As of March 31, 2026 and December 31, 2025, the aggregate fair value of all derivative contracts with credit risk contingent features (i.e., those containing collateral posting or termination provisions based on the Company's ratings) that were in a net liability position totaled $5.9 million and $6.6 million, respectively. The Company had $5.7 million and $6.6 million in cash and securities collateral posted to cover those positions as of March 31, 2026 and December 31, 2025, respectively.

Hedge Accounting

Management uses derivative instruments designated as hedges to mitigate the impact of interest rate and foreign exchange rate movements on the fair value of certain assets and liabilities and on highly probable forecasted cash flows. These instruments primarily include interest rate swaps that have underlying interest rates based on key benchmark indices. The nature and volume of the derivative instruments used to manage interest rate risk depend on the level and type of assets and liabilities on the balance sheet and the risk management strategies for the current and anticipated interest rate environment.

Interest rate swaps are generally used to convert fixed-rate assets and liabilities to variable rate assets and liabilities and vice versa. The Company utilizes interest rate swaps that have a high degree of correlation to the related financial instrument.

Fair Value Hedges

The Company enters into derivatives to hedge the risk of changes in fair value of a portion of its AFS debt securities portfolio. These derivatives are designated as fair value hedges at inception. The gains/(losses) from changes in the fair value of the hedging derivative and the offsetting gains/(losses) from changes in the fair value of the related underlying hedged items due to the hedged risk are reported in the same line item in the Condensed Consolidated Statements of Operations as earnings from the hedged items. The cumulative fair value hedge basis adjustments included in the carrying amount of hedged assets is reversed through earnings in future periods as an adjustment to yield. The Company includes gains/(losses) on the hedging derivatives and the related hedged items in the assessment of hedge effectiveness. All of these swaps have been deemed highly effective fair value hedges. The last of the hedges is scheduled to expire in February 2031. The Company has entered into fair value hedges of portions of a closed portfolio of approximately $2.4 billion of AFS debt securities, using the portfolio layer method.

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NOTE 10. DERIVATIVES (continued)

The carrying amount and fair value hedge adjustment of hedged assets at the dates indicated was:


	Carrying Amount of Hedged Assets				Amount of Fair Value Hedge Adjustment Included in the Carrying Amount
	March 31, 2026		December 31, 2025		March 31, 2026		December 31, 2025
Debt securities AFS (Note 2)	$	1,207,824	$	1,472,679	$	42,176	$	27,321

Cash Flow Hedges

The Company has outstanding interest rate swap agreements designed to hedge a portion of the Company’s floating-rate assets and liabilities and forecasted issuances of borrowed funds. The Company also has foreign exchange contracts designed to hedge certain contractual payments in foreign currencies.

Except as noted below, all of these derivatives have been deemed highly effective cash flow hedges. The gain or loss on the derivative instrument is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same Condensed Consolidated Statements of Operations line item as the earnings effect of the hedged item.

The last of the hedges is scheduled to expire in December 2028. The Company includes all components of each derivative's gain or loss in the assessment of hedge effectiveness. As of March 31, 2026, the Company estimated that approximately $3.4 million of unrealized losses included in AOCI would be reclassified to earnings during the subsequent twelve months as the future cash flows occur.

Derivatives Designated in Hedge Relationships – Notional and Fair Values

Derivatives designated as accounting hedges included the following as of the dates indicated:


(in thousands)	Notional Amount		Asset		Liability		Weighted Average Receive Rate		Weighted Average Pay Rate		Weighted Average Life (Years)
March 31, 2026
Fair value hedges:

Interest rate swaps	$	3,750,000	$	26,012	$	128	2.09	%	3.23	%	2.57

Cash flow hedges:
Pay fixed - receive variable interest rate swaps	92,600		78		—		3.68	%	3.50	%	3.81
Pay variable - receive fixed interest rate swaps	17,150,000		27,720		38,167		3.56	%	1.04	%	1.43


Total	$	20,992,600	$	53,810	$	38,295	3.30	%	1.44	%	1.65

December 31, 2025
Fair value hedges:

Interest rate swaps	$	3,750,000	$	17,229	$	3,666	1.60	%	3.01	%	2.36
Cash flow hedges:
Pay fixed — receive variable interest rate swaps	618,400		158		32		3.87	%	3.49	%	3.30
Pay variable - receive fixed interest rate swaps	14,300,000		62,704		22,903		3.41	%	0.90	%	1.22

Total	$	18,668,400	$	80,091	$	26,601	3.06	%	1.41	%	1.52

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NOTE 10. DERIVATIVES (continued)

Other Derivative Activities

The Company also enters into derivatives that are not designated as accounting hedges under GAAP. Although these derivatives are used to hedge risk and are considered economic hedges, they are not designated as accounting hedges because the contracts they are hedging are often carried at fair value on the balance sheet, resulting in generally symmetrical accounting treatment for the hedging instrument and the hedged item.

Customer-related derivatives

The Company offers derivatives to its customers in connection with their risk management requirements related to foreign exchange and lending arrangements. These derivatives primarily consist of interest rate swaps, caps, floors, and foreign exchange contracts. Risk exposure from customer positions is managed through offsetting transactions with other dealers, including Santander. Refer to Note 21 in the Company's Annual Report on Form 10-K for 2025 for related party transactions.

Broker dealer activities

The Company uses exchange-traded options and futures, credit default swaps, and forward-settling securities trades as part of its trading business, as well as to actively manage risk exposures that arise from its trading in cash instruments.

Structured financing activities

In certain circumstances, the Company is required to hedge its interest rate risk on revolving credit and term borrowings related to its secured structured financings. The Company uses interest rate caps to satisfy these requirements and enters into offsetting option contracts.

Foreign exchange activities

The Company uses foreign exchange contracts to manage the foreign exchange risk associated with certain foreign currency-denominated assets and liabilities. Foreign exchange contracts, which include spot and forward contracts as well as cross-currency swaps, represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon price on an agreed-upon settlement date and may or may not be physically settled depending on the Company’s needs. Exposure to gains and losses on these contracts increase or decrease over their respective lives as currency exchange and interest rates fluctuate.

Mortgage Banking Derivatives

The Company typically retains the servicing rights related to residential mortgage loans that are sold. Most of the Company`s residential MSRs are accounted for at fair value. As deemed appropriate, the Company economically hedges MSRs using interest rate swaps and forward contracts to purchase MBS.

Other derivative activities

Other derivative instruments primarily include forward contracts related to certain investment securities sales, loan sales, an OIS, and a total return swap on Visa, Inc. Class B common shares.

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NOTE 10. DERIVATIVES (continued)

Derivatives Not Designated in Hedge Relationships – Notional and Fair Values

Other derivative activities included the following as of the dates indicated:


	Notional				Asset derivatives Fair value				Liability derivatives Fair value
(in thousands)	March 31, 2026		December 31, 2025		March 31, 2026		December 31, 2025		March 31, 2026		December 31, 2025
Mortgage banking derivatives:



Total mortgage banking risk management	$	634,000	$	626,000	$	2,592	$	3,685	$	13,394	$	14,454

Customer-related derivatives:
Swaps receive fixed	11,187,054		12,310,274		23,698		41,553		327,509		335,711
Swaps pay fixed	12,297,951		12,490,883		337,377		341,204		24,893		41,643

Other	10,401,971		10,006,193		121,423		136,413		118,790		134,512
Total customer-related derivatives	33,886,976		34,807,350		482,498		519,170		471,192		511,866

Other derivative activities:

Foreign exchange contracts	9,611,733		8,106,872		91,812		50,101		57,753		49,066
Interest rate swap agreements	100		100		2		5		—		—
Interest rate cap agreements	714,400		741,400		213		23		—		—
Options for interest rate cap agreements	714,400		741,400		—		—		213		23
TBA MBS forwards	31,503,155		23,256,301		102,593		17,543		27,861		1,504

Other	19,219,042		32,305,734		10,407		955		26,487		45,804

Total	$	96,283,806	$	100,585,157	$	690,117	$	591,482	$	596,900	$	622,717

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NOTE 10. DERIVATIVES (continued)

Gains (Losses) on all Derivatives

The following Condensed Consolidated Statements of Operations line items were impacted by the Company’s derivative activities for the periods indicated:


(in thousands)		Three months ended March 31,
	Line Item		2026		2025

Fair value hedges:
Cross-currency swaps	Net interest income		$	—	$	(414)


Interest rate swaps	Net interest income		2,658		6,186


Derivative Activity (1)
Cash flow hedges:
Pay fixed-receive variable interest rate swaps	Interest expense on borrowings		3,328		6,107
Pay variable receive-fixed interest rate swap	Interest income on loans		(11,497)		(35,402)


Other derivative activities:



Mortgage banking derivatives	Non Interest income		(1,247)		2,402
Customer-related derivatives	Non interest income		3,124		15,406

Foreign exchange	Non interest income		32,869		(16,407)
Interest rate swaps, caps, and options	Non interest income		—		(1)
	Net interest income		(4)		(258)

Other	Non interest income		73,897		(169,187)

(1) Gains are disclosed as positive numbers while losses are shown as a negative number regardless of the line item being affected.

The net amount of change recognized in OCI for cash flow hedge derivatives were losses of $35.3 million and gains of $45.0 million, net of tax, for the three months ended March 31, 2026 and 2025, respectively.

The net amount of changes reclassified from OCI into earnings for cash flow hedge derivatives were gains of $2.4 million and $2.4 million, net of tax, for the three months ended March 31, 2026 and 2025, respectively.

Disclosures about Offsetting Assets and Liabilities

The Company enters into legally enforceable master netting agreements which reduce risk by permitting netting of transactions with the same counterparty on the occurrence of certain events. A master netting agreement allows two counterparties the ability to net-settle amounts under all contracts, including any related collateral posted, through a single payment and in a single currency. The right to offset and certain terms regarding the collateral process, such as valuation, credit events and settlement, are contained in the applicable master agreement. The Company's financial instruments, including resell and repurchase agreements, securities lending arrangements, derivatives, and cash collateral, may be eligible for offset on its Condensed Consolidated Balance Sheets.

The Company has elected to present derivative balances on a gross basis even if the derivative is subject to a legally enforceable nettable ISDA Master Agreement for all trades executed after April 1, 2013. Collateral that is received or pledged for these transactions is disclosed within the “Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets” section of the tables below.

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NOTE 10. DERIVATIVES (continued)

Information about financial assets and liabilities that are eligible for offset on the Condensed Consolidated Balance Sheets was as follows for the dates indicated:


	Offsetting of Financial Assets
							Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
(in thousands)	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Condensed Consolidated Balance Sheets		Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheets		Collateral Received (2)		Net Amount
March 31, 2026
Fair value hedges	$	26,012	$	—	$	26,012	$	(9,253)	$	16,759
Cash flow hedges	27,798		—		27,798		(6,630)		21,168
Other derivative activities (1)	690,117		—		690,117		(69,458)		620,659


Total Derivative Assets	$	743,927	$	—	$	743,927	$	(85,341)	$	658,586




December 31, 2025
Fair value hedges	$	17,229	$	—	$	17,229	$	(6,601)	$	10,628
Cash flow hedges	62,862		—		62,862		(30,847)		32,015
Other derivative activities (1)	591,482		—		591,482		(40,844)		550,638


Total Derivative Assets	$	671,573	$	—	$	671,573	$	(78,292)	$	593,281

(1)Includes customer-related and other derivatives.

(2)Collateral received includes cash, cash equivalents, and other financial instruments. Cash collateral received is reported in Other liabilities, as applicable, in the Condensed Consolidated Balance Sheets. Financial instruments that are pledged to the Company are not reflected in the accompanying Condensed Consolidated Balance Sheets since the Company does not control or have the ability to re-hypothecate these instruments.


	Offsetting of Financial Liabilities
							Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
(in thousands)	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Condensed Consolidated Balance Sheets		Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheets		Collateral Pledged (2)		Net Amount
March 31, 2026
Fair value hedges	$	128	$	—	$	128	$	—	$	128
Cash flow hedges	38,167		—		38,167		(5,833)		32,334
Other derivative activities (1)	596,900		—		596,900		(4,143)		592,757


Total Derivative Liabilities	$	635,195	$	—	$	635,195	$	(9,976)	$	625,219




December 31, 2025
Fair value hedges	$	3,666	$	—	$	3,666	$	—	$	3,666
Cash flow hedges	22,935		—		22,935		(11,334)		11,601
Other derivative activities (1)	622,717		—		622,717		(18,475)		604,242


Total Derivative Liabilities	$	649,318	$	—	$	649,318	$	(29,809)	$	619,509

(1)Includes customer-related and other derivatives.

(2)Cash collateral pledged and financial instruments pledged is reported in Other assets in the Condensed Consolidated Balance Sheets. In certain instances, the Company is over-collateralized since the actual amount of collateral pledged exceeds the associated financial liability. As a result, the actual amount of collateral pledged that is reported in Other assets may be greater than the amount shown in the table above.

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NOTE 11. FAIR VALUE

The Company estimates the fair value of certain assets and liabilities for both measurement and disclosure purposes. The fair value hierarchy categorizes the underlying assumptions and inputs to valuation techniques that are used to measure fair value into three levels as follows:

•Level 1 inputs are quoted prices in active markets for identical assets or liabilities that can be accessed as of the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

•Level 2 inputs are those other than quoted prices included in Level 1 that are observable for the assets or liabilities, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•Level 3 inputs are those that are unobservable or not readily observable for the asset or liability and are used to measure fair value to the extent relevant observable inputs are not available.

Assets and liabilities measured at fair value, by their nature, result in a higher degree of financial statement volatility. See Note 1 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for 2025 for a broad discussion of fair value measurement techniques. When available, the Company uses quoted market prices or matrix pricing in active markets to determine fair value and classifies such items as Level 1 or Level 2 assets or liabilities. If quoted market prices in active markets are not available, fair value is determined using third-party broker quotes and/or DCF models incorporating various assumptions including interest rates, prepayment speeds and credit losses. Assets and liabilities valued using broker quotes and/or DCF models are classified as either Level 2 or Level 3, depending on the lowest level classification of an input that is considered significant to the overall valuation.

The Company values assets and liabilities based on the principal market in which each would be sold (in the case of assets) or transferred (in the case of liabilities). The principal market is the forum with the greatest volume and level of activity. In the absence of a principal market, the valuation is based on the most advantageous market. In the absence of observable market transactions, the Company considers liquidity valuation adjustments to reflect the uncertainty in pricing the instruments.

The fair value of a financial asset is measured on a stand-alone basis and cannot be measured as a group, with the exception of certain financial instruments held and managed on a net portfolio basis. In measuring the fair value of a nonfinancial asset, the Company assumes the highest and best use of the asset by a market participant, not just the intended use, to maximize the value of the asset. The Company also considers whether any credit valuation adjustments are necessary based on the counterparty's credit quality. Any models used to determine fair values or validate dealer quotes based on the descriptions below are subject to review and testing as part of the Company's model validation and internal control testing processes.

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NOTE 11. FAIR VALUE (continued)

The Company's Market Risk Department approves the methodologies used in the estimations of fair value, including the Company's Level 3 assets and liabilities. Price validation procedures are performed, and the results are reviewed for Level 3 assets and liabilities by the Market Risk Department. Price validation procedures performed for these assets and liabilities can include comparing current prices to historical pricing trends by collateral type and vintage, comparing prices by product type to indicative pricing grids published by market makers, and obtaining corroborating dealer prices for significant securities.

The Company reviews the assumptions utilized to determine fair value on a quarterly basis. Any changes in methodologies or significant inputs used in determining fair values are further reviewed to determine if a change in fair value level hierarchy has occurred.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the assets and liabilities that are measured at fair value on a recurring basis by major product category and fair value hierarchy as of the dates indicated:


(in thousands)	Level 1		Level 2		Level 3		Balance at March 31, 2026		Level 1		Level 2		Level 3		Balance at December 31, 2025
Financial assets:
U.S. Treasury securities	$	216,465	$	—	$	—	$	216,465	$	706,403	$	—	$	—	$	706,403

ABS	—		1,172,829		—		1,172,829		—		945,297		—		945,297
Beneficial interest in Structured LLC	—		—		1,068,348		1,068,348		—		—		1,096,789		1,096,789
MBS	—		4,457,493		—		4,457,493		—		4,579,246		—		4,579,246
Investment in debt securities AFS (2)	$	216,465	$	5,630,322	$	1,068,348	$	6,915,135	$	706,403	$	5,524,543	$	1,096,789	$	7,327,735
Trading securities	2,748,257		14,642,755		143,250		17,534,262		3,538,749		11,896,614		173,404		15,608,767
Equity securities	—		—		986,311		986,311		—		—		992,138		992,138

RICs HFI (3)	—		—		4,025		4,025		—		—		4,870		4,870
LHFS (1)(4)	—		1,448,262		—		1,448,262		—		1,531,369		—		1,531,369
MSRs	—		—		78,273		78,273		—		—		79,526		79,526
Other assets - derivatives (2)	3,898		739,999		30		743,927		653		670,892		28		671,573










Total financial assets (5)	$	2,968,620	$	22,461,338	$	2,280,237	$	27,710,195	$	4,245,805	$	19,623,418	$	2,346,755	$	26,215,978
Financial liabilities:

Trading liabilities	3,405,178		203,957		—		3,609,135		3,727,918		274,433		—		4,002,351
Other liabilities - derivatives (2)	1,764		633,427		4		635,195		36		648,567		715		649,318











Total financial liabilities	$	3,406,942	$	837,384	$	4	$	4,244,330	$	3,727,954	$	923,000	$	715	$	4,651,669

(1) LHFS disclosed on the Condensed Consolidated Balance Sheets also includes LHFS that are held at the lower of cost or fair value and are not presented within this table.

(2) Refer to Note 2 for the fair value of investment securities and to Note 10 for the fair values of derivative assets and liabilities on a further disaggregated basis.

(3) Certain RICs collateralized by vehicle titles and RV/marine loans.

(4) Residential mortgage loans and commercial mortgage loans.

(5) Approximately $2.3 billion of these financial assets were measured using model-based techniques, or Level 3 inputs, and represented approximately 8.2% of total assets measured at fair value on a recurring basis and approximately 1.4% of total consolidated assets.

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NOTE 11. FAIR VALUE (continued)

Valuation Processes and Techniques - Recurring Fair Value Assets and Liabilities

The following is a description of the valuation techniques used for instruments measured at fair value on a recurring basis:

Investments in debt securities AFS

Investments in debt securities AFS are accounted for at fair value. The Company utilizes a third-party pricing service to value its investment securities portfolios on a global basis. Its primary pricing service has consistently proved to be a high quality third-party pricing provider. For those investments not valued by pricing vendors, other trusted market sources are utilized. The Company monitors and validates the reliability of vendor pricing on an ongoing basis, which can include pricing methodology reviews, performing detailed reviews of the assumptions and inputs used by the vendor to price individual securities, and price validation testing. Price validation testing is performed independently of the risk-taking function and can include corroborating the prices received from third-party vendors with prices from another third-party source, reviewing valuations of comparable instruments, comparison to internal valuations, or by reference to recent sales of similar securities.

The classification of securities within the fair value hierarchy is based upon the activity level in the market for the security type and the observability of the inputs used to determine their fair values. Actively traded quoted market prices for debt securities AFS, such as government agency securities, corporate debt, state and municipal securities, and MBS, are not readily available. The Company's principal markets for its investment securities are the secondary institutional markets with an exit price that is predominantly reflective of bid-level pricing in these markets. These investment securities are priced by third-party pricing vendors. The third-party vendors use a variety of methods when pricing these securities that incorporate relevant observable market data to arrive at an estimate of what a buyer in the marketplace would pay for a security under current market conditions. These investment securities are, therefore, considered Level 2.

Certain ABS are valued using DCF models. The DCF models are obtained from a third-party pricing vendor which uses observable market data and therefore are classified as Level 2.

The Company's beneficial interest in the Structured LLC was acquired in December 2023, and is valued using an internally-developed DCF model and is classified as Level 3 at March 31, 2026. Significant assumptions used in evaluation include, discount spread, loss estimates, and extension of loans. Significant changes in any of these inputs could result in a higher or lower fair value measurement.

LHFI

For certain RICs reported in LHFI, net, the Company has elected the FVO. The estimated fair value of all RICs HFI is estimated using a DCF model and is classified as Level 3.

LHFS

For certain LHFS portfolios, the Company has elected the FVO and the portfolios are measured at fair value on a recurring basis. These loans consisted primarily of loans attributed to CIB whole loan aggregation and bridge lending programs. The fair value of these loans was based on estimated market rates for similar loans and certain forward sale agreements and the loans are considered Level 2. See further discussion below in the section captioned "FVO for Financial Assets and Financial Liabilities."

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NOTE 11. FAIR VALUE (continued)

MSRs

The Company maintains an MSR asset related to residential real estate loans serviced for others. At March 31, 2026 and December 31, 2025, the balance of these loans serviced for others was $6.5 billion and $6.6 billion, respectively. The Company has elected to measure its residential MSRs at fair value to align with its risk management strategy to hedge changes in the fair value of these assets using interest rate swaps and forward contracts. See Note 11 to these Condensed Consolidated Statements of Operations for additional information regarding these derivative instruments. Changes in fair value of the MSR are recorded through Miscellaneous income, net on the Condensed Consolidated Statements of Operations.

Residential MSRs are classified as Level 3 within the fair value hierarchy due to the use of significant unobservable inputs in the valuation process.

The fair value of MSRs is determined using a DCF model that estimates the present value of expected future net servicing cash flows. Significant unobservable inputs used in the valuation include mortgage loan CPRs and discount rates. The assumptions utilized represent management’s best estimates of the assumptions that a market participant would use in valuing the MSRs at the measurement date. In general, increases in prepayment speeds and discount rates, in isolation, would result in a decrease in the fair value of MSRs. Prepayment speeds generally increase when market interest rates decline and decrease when market interest rates rise. Discount rates typically increase when market interest rates increase or when credit and liquidity risks increase, and decrease when market interest rates decline or credit and liquidity conditions improve.

The significant unobservable inputs used in the valuation of MSRs are inherently uncertain, and changes in these inputs may result in materially different fair value estimates. In addition, certain inputs used in the valuation model may be interrelated. Changes in one assumption may result in changes in another assumption, which may either magnify or mitigate the overall impact on the fair value measurement.

The following sensitivity analysis summarizes the estimated impact on the fair value of the residential MSR asset resulting from adverse changes in certain key assumptions as of March 31, 2026:

•A 10% and 20% increase in the CPR speed would decrease the fair value of the residential servicing asset by $2.1 million and $4.2 million, respectively.

•A 10% and 20% increase in the discount rate would decrease the fair value of the residential servicing asset by $2.8 million and $5.5 million.

These sensitivity calculations are hypothetical and should not be considered to be predictive of future performance.

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NOTE 11. FAIR VALUE (continued)

Derivatives

The valuation of these instruments is determined using commonly accepted valuation techniques, including DCF analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable and unobservable market-based inputs. The fair value represents the estimated amount the Company would receive or pay to terminate the contract or agreement, taking into account current interest rates, foreign exchange rates, equity prices and, when appropriate, the current creditworthiness of the counterparties.

The Company incorporates credit valuation adjustments in the fair value measurement of its derivatives to reflect the counterparty's nonperformance risk, except for those derivative contracts with associated credit support annexes which provide credit enhancements, such as collateral postings and guarantees. The Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy. Certain of the Company's derivatives utilize Level 3 inputs, which are primarily related to total return settlement derivative contracts.

The DCF model is utilized to determine the fair value of the total return settlement derivative contracts. The significant unobservable inputs for total return settlement derivative contracts used in the fair value measurement of the Company's liabilities are discount percentages, which are based on comparable financial instruments. See Note 10 to these Condensed Consolidated Financial Statements for a discussion of derivatives activity.

Trading securities and trading liabilities

The sales and trading of financial instruments are recorded on the trade date. Investments that are purchased principally for the purpose of economically hedging MSRs in the near term are classified as trading securities and carried at fair value. Trading liabilities includes amounts payable for securities transactions that have not reached their contractual settlement date. Financial instruments owned and securities sold, not yet purchased, are carried at fair value.

Equity securities

The Company holds interests in nonmarketable equity investments through the U.K. Limited Partnership formed to invest in early-stage financial technology companies. The valuation of direct and indirect private equity investments requires significant management judgment due to the absence of quoted market prices, inherent lack of liquidity and the long-term nature of such investments. In accordance with ASC 820, Fair Value Measurement, management uses all available information in making fair value estimates of these investments. Various valuation techniques are used for direct investments as appropriate for the nature of the security, including multiples of revenues of the entity, independent appraisals, and recent and anticipated financing and sale transactions with third parties. A multiple of revenue calculation is the valuation technique utilized most frequently and is the most significant unobservable input used in such calculation. In addition, the Company applies a liquidity discount factor to adjust for the inherent inability to convert the underlying investments in early-stage financial technology companies to cash quickly and at a minimal cost.

Management evaluates the reasonableness of these assumptions each reporting period in light of current market conditions, the investee’s financial performance, and other factors that could affect the estimated fair value. The use of different assumptions or methodologies could result in materially different fair value estimates. Significant decreases (increases) in the multiple of earnings could result in a significantly lower (higher) fair value measurement. Generally, direct equity investments are classified as Level 3.

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NOTE 11. FAIR VALUE (continued)

Level 3 Rollforward for Assets and Liabilities Measured at Fair Value on a Recurring Basis

The tables below present the changes in Level 3 balances for those assets and liabilities measured at fair value on a recurring basis for the periods indicated.















	Three months ended March 31, 2026														Three months ended March 31, 2025
(in thousands)	Beneficial Interest in Structured, LLC		RICs HFI		MSRs		Derivatives, net		Equity Securities		Other		Total		Beneficial interest in Structured, LLC		RICs HFI		MSRs		Derivatives, net		Equity Securities		Other		Total
Balances, beginning of period	$	1,096,789	$	4,870	$	79,526	$	(687)	$	992,138	$	173,404	$	2,346,040	$	1,198,985	$	9,039	$	90,958	$	(29)	$	—	$	6,267	$	1,305,220
Gain / (losses) in OCI	(10,698)		—		—		—		—		—		(10,698)		(45,309)		—		—		—		—		—		(45,309)
Gains/(losses) in earnings	—		—		960		713		(5,827)		91		(4,063)		—		—		(3,069)		20		—		97		(2,952)
Additions/Issuances	—		—		—		—		—		4,557		4,557		—		—		—		—		—		50		50
Transfers from Level 2	—		—		—		—		—		—		—		—		—		—		—		—		1,011		1,011
Settlements (1)	(17,743)		(845)		(2,213)		—		—		(34,802)		(55,603)		—		(1,118)		(2,408)		—		—		(615)		(4,141)
Balances, end of period	$	1,068,348	$	4,025	$	78,273	$	26	$	986,311	$	143,250	$	2,280,233	$	1,153,676	$	7,921	$	85,481	$	(9)	$	—	$	6,810	$	1,253,879
Changes in unrealized gains (losses) included in earnings related to balances still held at end of period	$	—	$	—	$	960	$	713	$	(5,827)	$	91	$	(4,063)	$	—	$	—	$	(3,069)	$	20	$	—	$	97	$	(2,952)

(1)Settlements include charge-offs, prepayments, paydowns, sales, and maturities.

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NOTE 11. FAIR VALUE (continued)

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company may be required to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with GAAP from time to time. These adjustments to fair value usually result from application of lower-of-cost-or-fair value accounting or certain impairment measures. Assets measured at fair value on a nonrecurring basis that were still held on the balance sheet were as follows at the dates indicated:


(in thousands)	Level 1		Level 2		Level 3		Balance at March 31, 2026		Level 1		Level 2		Level 3		Balance at December 31, 2025
Impaired commercial LHFI	$	—	$	236,402	$	317,428	$	553,830	$	—	$	213,159	$	3,473	$	216,632
Foreclosed assets	—		9,722		—		9,722		—		31,536		—		31,536
Vehicle inventory	—		430,397		—		430,397		—		378,882		—		378,882
LHFS	—		—		169,548		169,548		—		—		54,835		54,835
Auto loans impaired due to bankruptcy	—		159,411		—		159,411		—		168,371		—		168,371

Valuation Processes and Techniques - Nonrecurring Fair Value Assets and Liabilities

Impaired commercial LHFI in the table above represents the recorded investment of impaired commercial loans for which the Company measures impairment during the period based on the fair value of the underlying collateral supporting the loan. Written offers to purchase a specific impaired loan are considered observable market inputs, which are considered Level 1 inputs. Appraisals are obtained to support the fair value of the collateral and incorporate measures such as recent sales prices for comparable properties and are considered Level 2 inputs. Loans for which the value of the underlying collateral is determined using a combination of real estate appraisals, field examinations and internal calculations are classified as Level 3. The inputs in the internal calculations may include the loan balance, estimation of the collectability of the underlying receivables held by the customer used as collateral, sale and liquidation value of the inventory held by the customer used as collateral and historical loss-given-default parameters. In cases in which the carrying value exceeds the fair value of the collateral less cost to sell, an impairment charge is recognized.

Foreclosed assets represent the recorded investment in assets taken during the period presented in foreclosure of defaulted loans and are primarily comprised of commercial and residential real properties and generally measured at fair value less costs to sell. The fair value of the real property is generally determined using appraisals or other indications of market value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace.

The Company estimates the fair value of its vehicles, which are obtained either through repossession or lease termination, using historical auction rates and current market values of used cars.

The Company has LHFS portfolios that are measured at fair value on a nonrecurring basis primarily consisting of commercial loans. The estimated fair value of these LHFS is calculated based on a combination of estimated market rates for similar loans with similar credit risks and a DCF analysis in which the Company uses significant unobservable inputs on key assumptions, including historical default rates and adjustments to reflect voluntary prepayments, prepayment rates, discount rates reflective of the cost of funding, and credit loss expectations. These are classified Level 3.

For loans that are considered collateral-dependent, such as certain bankruptcy loans, impairment is measured based on the fair value of the collateral less its estimated cost to sell. For the underlying collateral, the estimated fair value is obtained using historical auction rates and current market levels of the collateral securing the loans.

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NOTE 11. FAIR VALUE (continued)

The estimated fair value of goodwill is calculated using unobservable inputs and is classified as Level 3. Goodwill is written down to fair value when, as a result of an annual or interim goodwill impairment test, an impairment is identified and recognized. Fair value is calculated using widely-accepted valuation techniques, such as the guideline public company market approach (earnings and price-to-tangible book value multiples of comparable public companies) and the income approach (the DCF method). The Company uses a combination of these accepted methodologies to determine the fair valuation of reporting units. Several factors are taken into account, including actual operating results, future business plans, economic projections, and market data. On a quarterly basis, the Company assesses whether or not impairment indicators are present. For information on the Company's goodwill impairment test and the results of the most recent goodwill impairment test, see Note 6 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for 2025 for a further description of the Company's goodwill valuation methodology.

Fair Value Adjustments

The following table presents the increases and decreases in value of certain assets that are measured at fair value on a nonrecurring basis for which a fair value adjustment has been included in the Condensed Consolidated Statements of Operations relating to assets held at period-end:


		Three months ended March 31,
(in thousands)	Statement of Operations Location		2026		2025
Impaired LHFI	Credit loss expense / (benefit)		$	19,300	$	(3,955)
Foreclosed assets	Miscellaneous income, net (1)		(3,690)		(12)
LHFS	Credit loss expense / (benefit)		—		841
LHFS	Miscellaneous income, net (1)		(288)		49
Auto loans impaired due to bankruptcy	Credit loss expense / (benefit)		7,603		5,045

(1) Gains are disclosed as positive numbers while losses are shown as a negative number regardless of the line item being affected.

Level 3 Inputs - Significant Recurring and Nonrecurring Fair Value Assets and Liabilities

The following table presents quantitative information about the significant unobservable inputs within significant Level 3 recurring and nonrecurring assets and liabilities at the dates indicated:

(dollars in thousands)

Fair Value at

March 31, 2026 (4)

Valuation Technique

Unobservable Inputs

Range
(Weighted Average)

Financial Assets:

Beneficial interest in Structured LLC

1,068,348

DCF

Discount spread

2.75% - 25.00% (13.90%)

Loss estimate

0.00% - 79.88% (7.06%)

Extension of loan(1)

48 or 60 months

Equity securities

986,311

Market comparable pricing

Liquidity discount

—% - 25.00% (24.00%)

Multiples of revenue

0.8x - 17.9x (4.0x)

MSRs

78,273

DCF

CPR (2)

6.53% - 47.53% (7.04%)

Discount rate (3)

9.22

(1) Includes extensions related to workouts and contractual extensions.

(2) Average CPR projected from collateral stratified by loan type and note rate. Weighted average amount was developed by weighting the associated relative UPB.

(3) Average discount rate from collateral stratified by loan type and note rate. Weighted average amount was developed by weighting the associated relative UPB.

(4) Excluded insignificant Level 3 assets and liabilities.

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NOTE 11. FAIR VALUE (continued)

(dollars in thousands)

Fair Value at December 31, 2025 (4)

Valuation Technique

Unobservable Inputs

Range
(Weighted Average)

Financial Assets:

Beneficial interest in Structured LLC

1,096,789

DCF

Discount spread

2.75% - 25.00% (13.78%)

Loss estimate

0.00% - 81.33% (6.85%)

Extension of loan (1)

48 or 60 months

Equity securities

992,138

Market comparable pricing

Liquidity discount

—% - 25.00% (24.00%)

Multiples of revenue

0.8x - 17.9x (3.8x)

MSRs

79,526

DCF

CPR (2)

6.48% - 39.82% (7.07%)

Discount rate (3)

9.22

(1), (2), (3), (4) - See corresponding footnotes to the March 31, 2026 Level 3 significant inputs table above.

Fair Value of Financial Instruments

The carrying amounts and estimated fair values, as well as the level within the fair value hierarchy, of the Company's financial instruments are as follows as of the dates indicated:


	March 31, 2026										December 31, 2025
(in thousands)	Carrying Value		Fair Value		Level 1		Level 2		Level 3		Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	15,378,595	$	15,378,595	$	15,378,595	$	—	$	—	$	14,373,816	$	14,373,816	$	14,373,816	$	—	$	—
Federal funds sold and securities purchased under resale agreements or similar arrangements	9,076,054		9,069,202		—		9,069,202		—		8,639,667		8,641,215		—		8,641,215		—
Investments in debt securities AFS	6,915,135		6,915,135		216,465		5,630,322		1,068,348		7,327,735		7,327,735		706,403		5,524,543		1,096,789
Investments in debt securities HTM	13,284,241		11,900,860		2,079,904		9,820,956		—		13,211,794		11,871,362		2,087,420		9,783,942		—
Trading securities	17,534,262		17,534,262		2,748,257		14,642,755		143,250		15,608,767		15,608,767		3,538,749		11,896,614		173,404
Equity and other investments (2)	991,311		991,311		—		5,000		986,311		997,138		997,138		—		5,000		992,138
LHFI, net	77,327,006		77,376,794		—		395,813		76,980,981		76,891,653		77,027,910		—		381,530		76,646,380
LHFS	1,617,810		1,617,810		—		1,448,262		169,548		1,586,204		1,586,204		—		1,531,369		54,835
Restricted cash	6,094,527		6,094,527		6,094,527		—		—		5,322,087		5,322,087		5,322,087		—		—
MSRs	78,273		78,273		—		—		78,273		79,526		79,526		—		—		79,526
Derivatives	743,927		743,927		3,898		739,999		30		671,573		671,573		653		670,892		28

Financial liabilities:
Deposits (1)	14,247,913		14,246,481		—		14,246,481		—		15,076,851		15,095,284		—		15,095,284		—
Federal funds purchased and securities loaned or sold under repurchase agreements	21,305,562		21,297,799		—		21,297,799		—		19,460,394		19,462,596		—		19,462,596		—
Trading liabilities	3,609,135		3,609,135		3,405,178		203,957		—		4,002,351		4,002,351		3,727,918		274,433		—
Borrowings and other debt obligations	35,367,551		35,962,088		—		33,091,722		2,870,366		37,102,112		37,746,509		—		34,363,936		3,382,573
Derivatives	635,195		635,195		1,764		633,427		4		649,318		649,318		36		648,567		715

(1) This line item excludes deposit liabilities with no defined or contractual maturities.

(2) This line item includes CDs with a maturity greater than 90 days and equity securities.

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NOTE 11. FAIR VALUE (continued)

Valuation Processes and Techniques - Financial Instruments

The preceding tables present disclosures about the fair value of the Company's financial instruments. Those fair values for certain instruments are presented based upon subjective estimates of relevant market conditions at a specific point in time and information about each financial instrument. In cases in which quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. These techniques involve uncertainties resulting in variability in estimates affected by changes in assumptions and risks of the financial instruments at a certain point in time. Therefore, the derived fair value estimates presented above for certain instruments cannot be substantiated by comparison to independent markets. In addition, the fair values do not reflect any premium or discount that could result from offering for sale at one time an entity’s entire holding of a particular financial instrument, nor do they reflect potential taxes and the expenses that would be incurred in an actual sale or settlement. Accordingly, the aggregate fair value amounts presented above do not represent the underlying value of the Company.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments not measured at fair value on the Condensed Consolidated Balance Sheets:

Cash, cash equivalents and restricted cash

Cash and cash equivalents include cash and due from depository institutions, interest-bearing deposits in other banks, federal funds sold, and securities purchased under agreements to resell. The related fair value measurements have been classified as Level 1, since their carrying value approximates fair value due to the short-term nature of the asset.

Restricted cash is related to cash restricted for investment purposes, cash posted for collateral purposes, cash advanced for loan purchases, and lockbox collections. Cash and cash equivalents, including restricted cash, have maturities of three months or less and, accordingly, the carrying amount of these instruments is deemed to be a reasonable estimate of fair value.

Securities Financing Activities

No quoted prices exist for Securities Financing Activities, so fair value is determined using a DCF technique. Cash flows are estimated based on the terms of the contract. These cash flows are discounted using interest rates appropriate to the maturity of the instrument as well as the nature of the underlying collateral. Securities Financing Activities are classified as Level 2. At March 31, 2026, the fair value of the underlying collateral was $44.5 billion before netting of $23.0 billion, all of which was sold or re-pledged.

Investments in debt securities HTM

Investments in debt securities HTM are recorded at amortized cost and are priced by third-party pricing vendors. The third-party vendors use a variety of methods when pricing these securities that incorporate relevant observable market data to arrive at an estimate of what a buyer in the marketplace would pay for a security under current market conditions. These investment securities are, therefore, considered Level 2.

LHFI, net

The fair values of loans are estimated based on groupings of similar loans, including but not limited to stratification by type, interest rate, maturity, and borrower creditworthiness. Discounted future cash flow analyses are performed for these loans incorporating assumptions of current and projected voluntary prepayment speeds. Discount rates are determined using the Company's current origination rates on similar loans, adjusted for changes in current liquidity and credit spreads (if necessary). Because the current liquidity spreads are generally not observable in the market and the expected loss assumptions are based on the Company's experience, these are Level 3 valuations. Impaired loans are valued at fair value on a nonrecurring basis. See further discussion under the section captioned "Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis" above.

LHFS

The Company has LHFS portfolios that are accounted for at the lower of cost or market. Estimated fair value for these portfolios is generally based on prices obtained from agreements to sell the specific assets, if available, recent market transactions for similar assets or prices expected to be obtained in the subsequent sales.

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NOTE 11. FAIR VALUE (continued)

Deposits

For deposits with no stated maturity, such as non-interest-bearing and interest-bearing demand deposit accounts, savings accounts, and certain money market accounts, the carrying value approximates fair values. The fair value of fixed-maturity deposits is estimated by discounting cash flows using currently offered rates for deposits of similar remaining maturities and have been classified as Level 2.

Borrowings and other debt obligations

Fair value is estimated by discounting cash flows using rates currently available to the Company for other borrowings with similar terms and remaining maturities. Certain other debt obligation instruments are valued using available market quotes for similar instruments, which contemplates issuer default risk. The related fair value measurements have generally been classified as Level 2. A certain portion of debt relating to revolving credit facilities is classified as Level 3. Management believes that the terms of these credit agreements approximate market terms for similar credit agreements and, therefore, they are considered to be Level 3.

FVO for Financial Assets and Financial Liabilities

RICs HFI

To reduce accounting and operational complexity, the Company elected the FVO for certain of its RICs HFI. These loans consisted primarily of NPLs acquired by the Company under optional clean-up calls from its non-consolidated Trusts.

LHFS

At March 31, 2026 and December 31, 2025, the Company had LHFS for which the FVO has been elected, primarily related to loans that are attributed to CIB whole loan aggregation and bridge lending programs. Electing the FVO allows the Company to record loans in these programs at fair value. The Company may enter into hedges on these LHFS portfolios, These hedges are reported at fair value; as a result, the loans and associated hedges are carried at fair value, reducing earnings volatility.

The following table summarizes the differences between the fair value and the principal balance of financial instruments measured at fair value on a recurring basis as of the dates indicated:


	March 31, 2026						December 31, 2025
(in thousands)	Fair Value		Principal Balance		Difference		Fair Value		Principal Balance		Difference
LHFS(1)	$	1,448,262	$	1,418,275	$	29,987	$	1,531,369	$	1,483,909	$	47,460

RICs HFI	4,025		4,025		—		4,870		4,870		—
Nonaccrual loans	13		13		—		13		13		—

(1) LHFS disclosed on the Condensed Consolidated Balance Sheets also includes $169.5 million and $54.8 million of LHFS valued on a non-recurring basis at March 31, 2026 and December 31, 2025, respectively, that are held at the lower of cost or fair value that are not presented within this table. There were no nonaccrual loans related to the LHFS measured using the FVO.

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NOTE 12. NON-INTEREST INCOME

The following table presents the details of the Company's non-interest income for the following periods:


	Three months ended March 31,
(in thousands)		2026		2025
Non-interest income:
Consumer and commercial fees		$	123,710	$	108,416
Lease income		321,221		465,728
Capital markets and foreign exchange income		170,581		95,729
Miscellaneous income, net
Mortgage banking income and multifamily servicing fees, net		8,683		17,302

BOLI		13,364		15,295
Net (loss) / gain on operating leases		(4,288)		(8,181)
Asset and wealth management fees		110,381		85,098

Gain / (Loss) on non-mortgage loans, net		583		1,904
Other miscellaneous income /(loss), net		33,099		56,516
Securities gains, net		26,480		40,259
Total non-interest income		$	803,814	$	878,066

Disaggregation of Revenue from Contracts with Customers

The following table presents the Company's non-interest income disaggregated by revenue source:


	Three months ended March 31,
(in thousands)		2026		2025
Non-interest income:
In-scope of revenue from contracts with customers:
Depository services (1)		$	31,897	$	31,422
Commission and trailer fees (2)		107,097		80,724
Interchange income, net (2)		19,124		18,521
Underwriting service fees (2)		92,794		78,312
Asset and wealth management fees (2)		99,826		75,831
Other revenue from contracts with customers (2)		1,073		3,394
Total in-scope of revenue from contracts with customers		351,811		288,204
Out-of-scope of revenue from contracts with customers:
Consumer and commercial fees (3)		69,485		58,390
Lease income		321,221		465,728
Other miscellaneous income/(loss), net (3)		34,817		25,485
Securities gains, net		26,480		40,259
Total out-of-scope of revenue from contracts with customers		452,003		589,862
Total non-interest income		$	803,814	$	878,066

(1) Primarily recorded in the Company's Condensed Consolidated Statements of Operations within Consumer and commercial fees.

(2) Primarily recorded in the Company's Condensed Consolidated Statements of Operations within Miscellaneous income, net.

(3) The balance presented excludes certain revenue streams that are considered in-scope and presented above.

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NOTE 13. INCOME TAXES

An income tax provision of $68.6 million was recorded for the three months ended March 31, 2026, compared to an income tax provision of $16.9 million for the corresponding period in 2025. This resulted in an ETR of 14.2% for the three months ended March 31, 2026, compared to 4.4% for the corresponding period in 2025. The increase in ETR for the three months ended March 31, 2026, when compared to the same period in 2025, was directly impacted by (i) an increase in forecasted pre-tax income in 2026 and (ii) no electric vehicle tax credits in 2026, offset by $44 million of tax benefit resulted from closed audit years recorded in the first quarter of 2026.

The Company is subject to the income tax laws of the U.S., its states and municipalities and certain foreign countries. These tax laws are complex and are potentially subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, the Company must make judgments and interpretations about the application of these inherently complex tax laws.

Actual income taxes paid may vary from estimates depending upon changes in income tax laws, actual results of operations, and the final audit of tax returns by taxing authorities. Tax assessments may arise several years after tax returns have been filed. The Company reviews its tax balances quarterly and, as new information becomes available, the balances are adjusted as appropriate. The Company is subject to ongoing tax examinations and assessments in various jurisdictions.

With few exceptions, the Company is no longer subject to federal and non-U.S. income tax examinations by tax authorities for years prior to 2015 and state income tax examinations for years prior to 2010.

The Company applies an aggregate portfolio approach whereby income tax effects from AOCI are released only when an entire portfolio (i.e., all related units of account) of a particular type is liquidated, sold or extinguished.

The Company had a net deferred tax asset balance of $387.9 million at March 31, 2026 (consisting of a federal deferred tax asset balance of $290.3 million and a state deferred tax asset balance of $97.6 million with respect to jurisdictional netting), compared to a net deferred tax asset balance of $379.8 million at December 31, 2025 (consisting of a federal deferred tax asset balance of $285.1 million and a state deferred tax asset balance of $94.7 million). The $8.1 million change in the net deferred tax asset for the period ended March 31, 2026 was primarily due to a decrease in the deferred tax liability related to leasing transactions.

On July 4, 2025, the OBBBA was enacted into law, which the Company has fully incorporated effective for the fiscal year ending 2025. The Company is monitoring the impact of the OBBBA to State and Local income tax legislative proposals.

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NOTE 14. COMMITMENTS, CONTINGENCIES, AND GUARANTEES

Off-Balance Sheet Risk - Financial Instruments

In the normal course of business, the Company utilizes a variety of financial instruments with off-balance sheet risk to meet the financing needs of its customers and manage its exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, letters of credit, loans sold with recourse, forward contracts, and interest rate and cross currency swaps, caps, and floors. These financial instruments may involve, to varying degrees, elements of credit, liquidity, and interest rate risk in excess of the amount recognized on the Condensed Consolidated Balance Sheets. The contractual or notional amounts of these financial instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit, letters of credit and loans sold with recourse is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and meeting conditional obligations as it does for on-balance sheet instruments. For forward contracts and interest rate swaps, caps and floors, the contract or notional amounts do not represent exposure to credit loss. The Company controls the credit risk of its forward contracts and interest rate swaps, caps and floors through credit approvals, limits, and monitoring procedures. See Note 10 to these Condensed Consolidated Financial Statements for discussion of all derivative contract commitments.

The following table details the amount of commitments at the dates indicated:


Other Commitments	March 31, 2026		December 31, 2025
	(in thousands)
Commitments to extend credit	$	21,615,158	$	21,828,886
Letters of credit	1,388,133		1,375,826


Recourse exposure on sold loans	4,168		4,320
Total commitments	$	23,007,459	$	23,209,032

Commitments to Extend Credit

Commitments to extend credit generally have fixed expiration dates, are variable rate, and contain provisions that permit the Company to terminate or otherwise renegotiate the contracts in the event of a significant deterioration in the customer’s credit quality. These arrangements normally require payment of a fee by the customer, the pricing of which is based on prevailing market conditions, credit quality, probability of funding, and other relevant factors. Since many of these commitments are expected to expire without being drawn upon, the contract amounts are not necessarily indicative of future cash requirements.

Included within the reported balances for commitments to extend credit at March 31, 2026 and December 31, 2025 were $3.6 billion and $3.7 billion, respectively, of commitments that can be canceled by the Company without notice.

Commitments to extend credit also include amounts committed by the Company to fund its investments in CRA, LIHTC, and other equity method investments in which it is a limited partner.

During 2024, the Company sold an investment tax credit to a third party for approximately $21.4 million. The Company is obligated to indemnify the purchaser for losses incurred as a result of recapture or reductions of the tax credit. The indemnification expires at the later of the end of the recapture period (2029) or when the purchaser's tax returns are no longer subject to audit.

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NOTE 14. COMMITMENTS, CONTINGENCIES, AND GUARANTEES (continued)

Letters of Credit

The Company’s letters of credit meet the definition of a guaranty. Letters of credit commit the Company to make payments on behalf of its customers if specified future events occur. The guarantees are primarily issued to support public and private borrowing arrangements. The weighted average term of these commitments at March 31, 2026 was 8 months. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. In the event of a requested draw by the beneficiary that complies with the terms of the letter of credit, the Company would be required to honor the commitment. The Company has various forms of collateral for these letters of credit, including real estate assets and other customer business assets. The maximum undiscounted exposure related to these commitments at March 31, 2026 was $1.4 billion. The fees related to letters of credit are deferred and amortized over the lives of the respective commitments and were immaterial to the Company’s financial statements at March 31, 2026. Management believes that the utilization rate of these letters of credit will continue to be substantially less than the amount of the commitments, as has been the Company’s experience to date. The credit risk associated with letters of credit is monitored using the same risk rating system utilized within the loan and financing lease portfolio. As of March 31, 2026 and December 31, 2025, the liability related to unfunded lending commitments was $47.2 million and $52.5 million, respectively.

Unsecured Revolving Lines of Credit

Such commitments arise primarily from agreements with customers for unused lines of credit on unsecured revolving accounts and credit cards, provided there is no violation of conditions in the underlying agreement. These commitments, substantially all of which the Company can terminate at any time, and which do not necessarily represent future cash requirements, are reviewed periodically based on account usage, customer creditworthiness and loan qualifications.

Loans Sold with Recourse

The Company has loans sold with recourse that meet the definition of a guaranty. For loans sold with recourse under the terms of its multifamily sales program with the FNMA, the Company retained a portion of the associated credit risk.

Agreements

In connection with the sale of RICs through securitizations and other sales, SC and SBNA have made standard representations and warranties customary in the consumer finance industry. Violations of these representations and warranties may require SC or SBNA to repurchase loans previously sold to on or off-balance sheet Trusts or other third parties. As of March 31, 2026, there were no loans that were the subject of a demand to repurchase or replace for breach of representations and warranties for SC's or SBNA's ABS or other sales. In the opinion of management, the potential exposure of other recourse obligations related to RIC sale agreements is not expected to have a material adverse effect on the Company's business, consolidated financial position, results of operations, or cash flows.

Santander has provided guarantees on the covenants, agreements, and obligations of SC under the governing documents of its warehouse facilities and privately issued amortizing notes. These guarantees are limited to the obligations of SC as servicer.

SC is party to a forward flow asset sale agreement with a third party under the terms of which SC is committed to sell $350.0 million in charged-off loan receivables in bankruptcy status on a quarterly basis. However, any sale of more than $275.0 million is subject to a market price check. The remaining aggregate commitment as of March 31, 2026 and December 31, 2025 not subject to a market price check was zero.

Other Off-Balance Sheet Risk

Other off-balance sheet risk stems from financial instruments that do not meet the definition of guarantees under applicable accounting guidance and from other relationships that include items such as indemnifications provided in the ordinary course of business and intercompany guarantees.

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NOTE 14. COMMITMENTS, CONTINGENCIES, AND GUARANTEES (continued)

Legal and Regulatory Proceedings

The Company, including its subsidiaries, are and in the future periodically expects to be party to, or otherwise involved in, various claims, disputes, lawsuits, investigations, regulatory matters and other legal matters and proceedings that arise in the ordinary course of business. In view of the inherent difficulty of predicting the outcome of any such claim, dispute, lawsuit, investigation, regulatory matter and/or legal proceeding, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, the Company generally cannot predict the eventual outcome of the pending matters, the timing of the ultimate resolution of the matters, or the eventual loss, fines or penalties related to the matters, if any. Accordingly, except as provided below, the Company is unable to reasonably estimate a range of its potential exposure, if any, to these claims, disputes, lawsuits, investigations, regulatory matters and other legal proceedings at this time. It is reasonably possible that actual outcomes or losses may differ materially from the Company's current assessments and estimates, and any adverse resolution of any of these matters against it could materially and adversely affect the Company's business, financial position, liquidity, and results of operations.

The Company establishes an accrued liability for legal and regulatory proceedings when those matters present material loss contingencies that are both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued that are reasonably possible.

As of March 31, 2026 and December 31, 2025, the Company accrued aggregate legal and regulatory liabilities of approximately $16.4 million and $16.0 million, respectively. Further, the Company estimates the aggregate range of reasonably possible losses for legal and regulatory proceedings in excess of reserves established of up to approximately $40.1 million and $37.6 million as of March 31, 2026 and December 31, 2025, respectively. Set forth below are descriptions of the significant lawsuits, regulatory matters, and other legal proceedings to which the Company is subject.

Consumer Lending Cases

The Company and its subsidiaries are party to various lawsuits pending in federal and state courts alleging violations of state and federal consumer lending laws, including, without limitation, the Equal Credit Opportunity Act, the Fair Debt Collection Practices Act, the Fair Credit Reporting Act, Section 5 of the Federal Trade Commission Act, the Telephone Consumer Protection Act, the Truth in Lending Act, wrongful repossession laws, usury laws and laws related to unfair and deceptive acts or practices. In general, these cases seek damages and equitable and/or other relief.

Enterprise Financial Group v. SC. EFG, a former service provider to SC that provided a guaranteed asset protection debt insurance program, sued SC for breach of contract, alleging that SC placed non-conforming loans in the program, resulting in EFG losses. The case is pending in Texas District Court, Dallas County, and is captioned Enterprise Financial Group v. SC, Case No. 18-08119. SC asserted a counterclaim against EFG seeking approximately $10.5 million in connection with EFG’s refusal to pay claims. A jury trial concluded on November 2, 2022 and the jury awarded EFG $5 million and SC $4.2 million. On May 9, 2023, the court issued a final judgment awarding EFG approximately $10.6 million, and eliminating the jury award of $4.2 million in favor of SC. On July 17, 2023, the court heard arguments on SC’s motion for judgment notwithstanding the verdict, a new trial and remittitur. The court denied SC's motions for judgment notwithstanding the verdict, new trial, or remittitur. On December 31, 2024, the Court of Appeals for the Fifth District of Texas at Dallas denied SC's appeal of the trial court judgment. SC filed a petition for rehearing with the appellate court on January 14, 2025. On January 31, 2025, the court denied rehearing before the panel that heard the appeal; SC's petition for rehearing en banc remains pending. On June 18, 2025, the court responded by issuing an opinion affirming the trial court's judgment, finding that SC's trial counsel did not properly preserve its objections to jury charges for appeal. SC filed an appeal with the Texas Supreme Court, which appeal is fully briefed and pending with the Court.

This matter is ongoing and could in the future result in the imposition of damages, fines, or other penalties. No assurance can be given that the ultimate outcome of this matter or any resulting proceedings would not materially and adversely affect the Company's business, financial condition, and results of operations.

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NOTE 14. COMMITMENTS, CONTINGENCIES, AND GUARANTEES (continued)

Regulatory Investigations and Proceedings

The Company is party to, or is periodically otherwise involved in, reviews, investigations, examinations, and proceedings (both formal and informal), and information-gathering requests, by government and self-regulatory agencies, including the FRB of Boston, the CFPB, the DOJ, the SEC, the CFTC, the Federal Trade Commission and various state regulatory and enforcement agencies.

NOTE 15. RELATED PARTY TRANSACTIONS

In the normal course of business, the Company conducts business with Santander and its subsidiaries. Santander policy requires that these transactions occur at prevailing market rates and terms, and, where applicable, these transactions are compliant with United States banking regulations. All extensions of credit by (and certain credit exposures of) the Bank to other Santander affiliates are legally required to be secured by eligible collateral. The following disclosures below are the more significant related party transactions entered into:

On February 3, 2026, Santander and Webster entered into the Transaction Agreement, pursuant to which, Santander with acquire Webster for approximately $12.2 billion. In connection with the acquisition, Santander is expected to contribute Webster Virginia a successor to Webster, to SHUSA and cause Webster Bank to merge with SBNA.

Debt and derivative activities

The Company and its affiliates have various debt and derivative agreements with Santander. For further details of these agreements, see Note 7 and Note 10 to these Condensed Consolidated Financial Statements and Note 21 to the Consolidated Financial Statements of the Company's Annual Report on Form 10-K for 2025.

Mezzanine and Stockholder's Equity

The Company has preferred stock outstanding as discussed in Note 12 to the Consolidated Financial Statements of the Company's Annual Report on Form 10-K for 2025. As of March 31, 2026, Santander was the sole holder of its Series E, F, and G preferred stock.

During the three months ended March 31, 2026, the Company declared and paid dividends to its preferred shareholder, Santander, in the amount of $44.2 million.

During the first quarter of 2026, the Company acquired shares of common stock from Santander to satisfy vested stock awards granted to SHUSA employees. The share price paid to Santander was in excess of the price at the grant date by approximately $17.8 million The excess is recorded as a return of capital to Santander.

Deposit and checking accounts

Affiliates of Santander that are not consolidated by SHUSA had deposits with SBNA of $384.0 million and $347.0 million as of March 31, 2026 and December 31, 2025, respectively.

Repurchase Agreements

During the three months ended March 31, 2026, SanCap entered into intercompany Securities Financing Activities with Santander and its affiliates. The gross principal amount outstanding on repurchase and reverse repurchase agreements, which do not eliminate in consolidation, was $1.4 billion and $14.8 million, respectively, at March 31, 2026. During the three months ended March 31, 2026, the amount of income/expense related to this activity was negligible to the overall results of the Company and Santander.

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NOTE 16. BUSINESS SEGMENT INFORMATION

Business Segment Products and Services

The Company’s reportable segments are based principally around the customers the Company serves. The Company has identified the following reportable segments: Auto, CBB, C&I, CRE, CIB, and Wealth Management.

•The Auto segment includes the Company's consumer and commercial auto loans and leases and the Company's commercial loans to dealers and dealer floorplan financing products. This includes the Company's specialized consumer finance subsidiary focused on vehicle finance and third-party servicing. The specialized consumer finance subsidiary's primary business is the indirect origination of RICs, principally through manufacturer-franchised dealers in connection with their sale of new and used vehicles to retail consumers. The Company offers a full spectrum of auto financing products and services to captive financing companies. These products and services include consumer RICs and leases, as well as dealer loans for inventory, construction, real estate, working capital and revolving lines of credit. The Company also originates vehicle loans through a web-based direct lending program, purchases vehicle RICs from other lenders, and services automobile, recreational and marine vehicle portfolios for other lenders.

•The CBB segment includes the products and services provided to consumer and small business banking customers, including consumer deposit, small business banking, unsecured lending, and investment services. This segment offers a wide range of products and services to consumers and business banking customers, including demand and interest-bearing demand deposit accounts, money market and savings accounts, CDs, and retirement savings products. It also offers lending products such as credit cards and small business loans such as business lines of credit. In addition, the Company makes investment services available to its retail customers, including products such as annuities, mutual funds, managed accounts, and insurance products through a networking agreement with a consolidated affiliate.

•The C&I segment currently provides commercial lines, loans, letters of credit, receivables financing, commercial credit cards, and cash management and deposit services to lower middle market commercial customers and to medium- and large-sized commercial customers, as well as financing and deposits for government entities. This segment also provides niche product financing for specific industries.

•The CRE segment offers CRE loans, CEVF, and multifamily loans, as well as cash management and deposit services to customers. This category also includes community development finance activities, including originating CRA-eligible loans and making CRA-eligible investments.

•The CIB segment serves the needs of global corporate and institutional customers by leveraging the international footprint of Santander to provide financing and banking services to corporations with over $500 million in annual revenues. CIB's offerings and strategy are based on Santander's local and global capabilities in wholesale banking. CIB also includes the Company's institutional broker-dealer that provides services in investment banking, sales, trading, and equity research reports.

•The Wealth Management segment includes the Company's international private banking, financial operations services, and portfolio management. This includes the full range of banking and asset management services to foreign individuals and corporations based primarily in Latin America and the Company's investment in the U.K. Limited Partnership.

The Company also offers customer-related derivatives across segments to hedge interest rate risk. In the C&I, CRE, and CIB business segments and the dealer commercial lending division of the Auto business segment, the Company offers derivatives relating to foreign exchange and lending arrangements. See Note 10 to these Condensed Consolidated Financial Statements for additional details.

The Other category includes certain immaterial subsidiaries, the unallocated interest expense on the Company's borrowings and other debt obligations and certain unallocated corporate income and indirect expenses.

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NOTE 16. BUSINESS SEGMENT INFORMATION (continued)

The Chief Operating Decision Maker is the Company's CEO. The Company's segment results are derived from the Company’s business unit profitability reporting system by specifically attributing managed balance sheet assets, deposits and other liabilities and their related interest income or expense to each of the segments. Funds transfer pricing methodologies are utilized to allocate a cost for funds used or a credit for funds provided to business line deposits, loans and selected other assets using a matched funding concept. The methodology includes a liquidity premium adjustment, which considers an appropriate market participant spread for commercial loans and deposits based on the mix of borrowings available to the Company with comparable maturity periods.

Other income and expenses are managed directly by each reportable segment, including fees, service charges, salaries and benefits, and other direct expenses, as well as certain allocated corporate expenses. These are accounted for within each segment’s financial results. Accounting policies for the lines of business are the same as those used in preparation of these Condensed Consolidated Financial Statements with respect to activities specifically attributable to each business line. However, the preparation of business line results requires management to establish methodologies to allocate funding costs and benefits, expenses, and other financial elements to each line of business. Where practical, the results are adjusted to present consistent methodologies for the segments.

The application and development of management reporting methodologies are dynamic processes and are subject to periodic enhancements. The implementation of these enhancements to the internal management reporting methodology may materially affect the results disclosed for each segment with no impact on consolidated results. Whenever significant changes to management reporting methodologies take place, prior period information is reclassified wherever practical.

Results of Segments

The following tables outline the discreet financial information regularly provided to the CODM.



Three months ended	SHUSA Reportable Segments
	Consumer Activities				Commercial Activities
March 31, 2026	Auto		CBB		C&I		CRE		CIB		Wealth Management		Other (1)		Total
	(in thousands)
Interest income	$	1,585,513	$	722,002	$	189,153	$	332,425	$	634,517	$	78,348	$	(651,415)	$	2,890,543
Interest expense	618,491		378,770		114,375		215,813		532,078		38,655		(502,907)		1,395,275
Fees and other income	40,099		71,494		21,582		15,581		209,748		120,121		3,968		482,593
Lease income	321,221		—		—		—		—		—		—		321,221
Credit loss expense / (benefit)	420,233		(898)		(5,920)		16,224		2,032		37		(366)		431,342
Lease expense	287,328		—		—		—		152		—		—		287,480
General, administrative and other expenses	306,471		380,907		46,100		47,251		236,940		82,167		(2,378)		1,097,458
Income/(loss) before income taxes	314,310		34,717		56,180		68,718		73,063		77,610		(141,796)		482,802
Total assets	54,923,600		8,207,540		3,863,278		22,426,337		34,913,920		8,528,438		35,225,068		168,088,181

(1) Other includes the results of the immaterial entities, earnings from non-strategic assets, the investment portfolio, interest expense on the Company's borrowings and other debt obligations, amortization of intangible assets and certain unallocated corporate income and indirect expenses.

Table of Contents

NOTE 16. BUSINESS SEGMENT INFORMATION (continued)



Three months ended	SHUSA Reportable Segments
	Consumer Activities				Commercial Activities
March 31, 2025	Auto		CBB		C&I		CRE		CIB		Wealth Management		Other (1)		Total
	(in thousands)
Interest income	$	1,633,264	$	717,059	$	226,886	$	352,728	$	712,628	$	86,649	$	(592,314)	$	3,136,900
Interest expense	682,265		359,137		138,260		237,286		660,966		37,055		(436,093)		1,678,876
Fees and other income	19,681		61,756		17,614		19,683		192,103		94,492		7,009		412,338
Lease income	465,728		—		—		—		—		—		—		465,728
Credit loss expense / (benefit)	396,434		37,745		(6,018)		3,595		(5,314)		—		(499)		425,943
Lease expense	355,246		—		—		—		154		—		—		355,400
General, administrative and other expenses	349,586		395,262		49,311		48,432		230,349		75,066		23,945		1,171,951
Income/(loss) before income taxes	335,142		(13,329)		62,947		83,098		18,576		69,020		(172,658)		382,796
Total assets	59,520,562		9,604,039		3,764,261		23,251,141		30,408,731		7,506,939		38,144,455		172,200,128
(1) Refer to corresponding notes above.

Table of Contents

NOTE 17. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information for the three months ended March 31, 2026 and 2025 was as follows:


	Three months ended March 31,
	2026		2025
	(in thousands)

















NON-CASH TRANSACTIONS
Loans transferred to/(from) OREO and other repossessed assets	$	14,056	$	5,710
Loans transferred from/(to) LHFI (from)/to LHFS, net	114,713		10,325


Unsettled purchases of investment securities	73,816		48,588













Dividends declared and payable to Shareholder	—		44,175

Table of Contents

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EXECUTIVE SUMMARY

Agreement to Acquire Webster Financial Corporation

On February 3, 2026, Santander and Webster entered into the Transaction Agreement. Among other things, the Transaction Agreement provides for the merger of Webster with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such merger transactions, and, immediately afterwards, the acquisition by Santander of all outstanding shares of Webster Virginia common stock through a statutory share exchange, all subject to the terms and conditions of the Transaction Agreement. The Transaction Agreement is subject to standard governance procedures, including obtaining the approval of Santander's and Webster's shareholders. Following completion of these transactions, Santander and Webster intend for the following transactions to occur:

i.SHUSA and Santander intend to enter into an agreement which, among other things, provides for the contribution of all outstanding shares of Webster Virginia common stock to SHUSA.

ii.SHUSA and Webster Virginia intend to enter into an agreement which among other things, provides for the merger of Webster Virginia with and into SHUSA following the Webster Virginia contribution.

iii.SHUSA, SBNA and Webster Bank intend for (x) the contribution by SHUSA of all of the outstanding shares of capital stock of Webster Bank to SBNA for no considerations; and (y) the merger of Webster Bank with and into SBNA immediately following the Webster Bank contribution, with SBNA being the surviving bank of such merger.

On March 30, 2026, SHUSA SBNA and Webster Bank entered into an Agreement and Plan of Merger to provide for the Webster Bank contribution to SBNA and subsequent merger into SBNA. Also on March 30, 2026, SBNA submitted a Bank Merger Act application to request approval from the OCC for the bank merger. Regulatory applications have also been submitted to the Federal Reserve and the European Central Bank in connection with the transaction, approval of Santander's shareholders has been obtained and proxy materials soliciting approval of Webster's shareholders have been mailed.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

ECONOMIC AND BUSINESS ENVIRONMENT

Changing market conditions are considered a significant risk factor to the Company. The interest rate environment can present challenges in the growth of net interest income for the banking industry, which continues to rely on non-interest activities to support revenue growth. Changing market conditions and political uncertainty could have an overall impact on the Company's results of operations and financial condition. Such conditions could also impact the Company's credit risk and the associated credit loss expense and legal expense.

Credit Rating Actions

The following table presents Moody’s, S&P and Fitch credit ratings for SBNA, SHUSA, and Santander senior debt / long-term issuer:

SANTANDER (1)

SHUSA

SBNA (2)

Overall Outlook

Fitch

A+ / A

A-

Stable

Moody's

A1 / Baa1

Baa2

Baa1

Stable

S&P

A+ / A-

BBB+

A-

Stable

(1) Senior preferred debt / senior non-preferred debt rating.

(2) Moody's rating represents SBNA's long-term issuer rating.

SHUSA funds its operations independently of the other entities owned by Santander, and believes its business is not necessarily closely related to the business or outlook of other entities owned by Santander. Future changes in the credit ratings of its parent, Santander, or the Kingdom of Spain, however, could impact SHUSA's or its subsidiaries' credit ratings, and any other change in the condition of Santander could affect SHUSA.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

REGULATORY MATTERS

The activities of the Company and its subsidiaries are subject to regulation under various U.S. federal laws and regulatory agencies which impose regulations, supervise and conduct examinations, and may affect the operations and management of the Company and its ability to take certain actions, including making distributions to our parent, Santander. The Company is regulated on a consolidated basis by the Federal Reserve, including the FRB of Boston. The Company's subsidiaries are further supervised by the OCC, the FRB of Atlanta, and the CFPB. Refer to the Company’s Annual Report on Form 10-K as of December 31, 2025 for more information on regulatory and supervisory matters affecting the Company and its subsidiaries.

The Federal Reserve tailors its supervisory programs and regulatory requirements by category based on firm-specific characteristics such as total assets, cross-jurisdictional activity, and nonbank asset or off-balance sheet exposure. As of March 31, 2026, SHUSA was designated a Category IV institution under the Federal Reserve's tailoring rule. Institutions that change to a higher category due to organic growth or acquisition would become subject to the requirements of the new category, as outlined by the Federal Reserve, generally within two quarters of the change in category.

Regulatory Capital Requirements

U.S. Basel III regulatory capital rules are applicable to both SHUSA and SBNA.

These rules include prompt corrective action thresholds that require banking organizations, including the Company and SBNA, to maintain a minimum CET1 capital ratio of 4.5%, a minimum Tier 1 capital ratio of 6.0%, a minimum total capital ratio of 8.0% and a minimum leverage ratio, calculated as the ratio of Tier 1 capital to average consolidated assets for the quarter, of 4.0%. A further capital conservation buffer of 2.5% above these minimum ratios is required for banking institutions to make capital distributions, including paying dividends.

See the "Bank Regulatory Capital" section of this MD&A for the Company's capital ratios under Basel III standards. The implementation of certain regulations and standards relating to regulatory capital could disproportionately affect the Company's regulatory capital position relative to that of its competitors, including those that may not be subject to the same regulatory requirements as the Company. On March 19, 2026, the Federal bank regulatory agencies re-proposed capital rules which would have implemented the Basel III endgame reform package. The comment period is open until June 18, 2026. The re-proposal includes, but is not limited to, revisions to the current standardized approach to risk-based capital. SBNA is currently reviewing the proposal and assessing its impact. No effective date has been proposed while the agencies seek comment from the public on timing/transition.

Material restrictions can be imposed on SBNA, including restrictions on interest payable on accounts, dismissal of management and, in critically undercapitalized situations, appointment of a receiver or conservator. Critically undercapitalized banks generally may not make any payment of principal or interest on their subordinated debt, and all but well-capitalized banks are prohibited from accepting brokered deposits without prior regulatory approval. Pursuant to the FDIA and OCC regulations, institutions which are not categorized as well-capitalized or adequately-capitalized are restricted from making capital distributions, which include cash dividends, stock redemptions or repurchases, cash-out mergers, interest payments on certain convertible debt and other transactions charged to the capital account of the institution. At March 31, 2026, SBNA met the criteria to be classified as “well-capitalized.”

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

CONSOLIDATED AVERAGE BALANCE SHEET / NET INTEREST MARGIN ANALYSIS




	Three months ended March 31, 2026 and 2025
	2026 (1)						2025 (1)						Interest		Change due to
(dollars in thousands)	Average Balance		Interest		Yield/ Rate(2)		Average Balance		Interest		Yield/ Rate(2)		Increase/(Decrease)		Volume		Rate
Interest-earning deposits	$	13,817,858	$	162,760	4.71	%	$	18,386,969	$	244,806	5.33	%	$	(82,046)	$	(55,890)	$	(26,156)
Federal funds sold and securities purchased under resale or similar agreements, gross (3)	34,268,185		310,053		3.62	%	40,028,593		440,876		4.41	%	(130,823)		(58,282)		(72,541)
Federal funds sold and securities purchased under resale or similar agreements, netting	(22,551,681)						(29,320,312)
Federal funds sold and securities purchased under resale or similar agreements, net	11,716,504						10,708,281
AFS	6,946,822		87,334		5.03	%	7,167,080		93,370		5.21	%	(6,036)		(2,842)		(3,194)
HTM	13,141,472		97,311		2.96	%	9,860,746		59,735		2.42	%	37,576		22,493		15,083
Trading securities	18,145,002		229,165		5.05	%	14,230,070		167,175		4.70	%	61,990		48,786		13,204
Other investments	2,549,898		10,133		1.59	%	1,520,805		10,705		2.82	%	(572)		(1,609)		1,037
TOTAL SECURITIES FINANCING ACTIVITIES, INVESTMENTS AND INTEREST-EARNING DEPOSITS	$	66,317,556	$	896,756	5.41	%	$	61,873,951	$	1,016,667	6.57	%	$	(119,911)	$	(47,344)	$	(72,567)
LOANS (4):
C&I	8,301,733		99,760		4.81	%	8,447,881		97,336		4.61	%	2,424		(1,608)		4,032
CRE	8,187,706		132,572		6.48	%	8,858,568		147,731		6.67	%	(15,159)		(11,016)		(4,143)
Other commercial loans	8,445,611		98,216		4.65	%	8,126,840		105,204		5.18	%	(6,988)		4,344		(11,332)
Multifamily	9,503,050		104,446		4.40	%	9,764,880		109,130		4.47	%	(4,684)		(2,957)		(1,727)
Total commercial loans	34,438,100		434,994		5.05	%	35,198,169		459,401		5.22	%	(24,407)		(11,237)		(13,170)
Consumer loans:
Residential mortgages	5,287,030		51,718		3.91	%	5,361,910		54,722		4.08	%	(3,004)		(754)		(2,250)
Home equity loans and lines of credit	1,760,523		28,327		6.44	%	2,052,459		36,492		7.11	%	(8,165)		(4,911)		(3,254)
Total consumer loans secured by real estate	7,047,553		80,045		4.54	%	7,414,369		91,214		4.92	%	(11,169)		(5,665)		(5,504)
RICs and auto loans	43,124,360		1,464,140		13.58	%	44,771,190		1,515,174		13.54	%	(51,034)		(55,489)		4,455
Personal unsecured	468,983		14,414		12.29	%	1,698,138		53,869		12.69	%	(39,455)		(37,810)		(1,645)
Other consumer	16,822		194		4.61	%	32,683		575		7.04	%	(381)		(223)		(158)
Total consumer	50,657,718		1,558,793		12.31	%	53,916,380		1,660,832		12.32	%	(102,039)		(99,187)		(2,852)
Total loans	85,095,818		1,993,787		9.37	%	89,114,549		2,120,233		9.52	%	(126,446)		(110,424)		(16,022)

TOTAL EARNING ASSETS	151,413,374		2,890,543		7.64	%	150,988,500		3,136,900		8.31	%	(246,357)		(157,768)		(88,589)
Non-interest bearing assets (5)	20,699,041						22,726,598


TOTAL ASSETS	$	172,112,415					$	173,715,098
INTEREST BEARING FUNDING LIABILITIES
Deposits and other customer related accounts:
Interest-bearing demand deposits	$	12,127,841	$	31,535	1.04	%	$	12,261,177	$	39,491	1.29	%	$	(7,956)	$	(422)	$	(7,534)
Savings	13,131,799		99,398		3.03	%	6,246,887		31,420		2.01	%	67,978		46,545		21,433
Money market	26,303,575		177,938		2.71	%	25,797,937		197,994		3.07	%	(20,056)		4,025		(24,081)
CDs	14,654,887		132,406		3.61	%	20,251,777		219,678		4.34	%	(87,272)		(54,248)		(33,024)
TOTAL INTEREST-BEARING DEPOSITS	66,218,102		441,277		2.67	%	64,557,778		488,583		3.03	%	(47,306)		(4,100)		(43,206)
Federal funds purchased and securities sold under agreements to repurchase, gross (3)	47,382,464		429,496		3.63	%	51,255,970		561,842		4.38	%	(132,346)		(40,524)		(91,822)
Federal funds purchased and securities sold under agreements to repurchase, netting	(22,551,681)						(29,320,312)
Federal funds purchased and securities sold under agreements to repurchase, net	24,830,783						21,935,658
Trading liabilities	4,207,210		43,477		4.13	%	3,506,166		39,649		4.52	%	3,828		6,734		(2,906)
FHLB advances	689,376		7,154		4.15	%	3,778,270		44,883		4.75	%	(37,729)		(32,681)		(5,048)
Other borrowings	35,732,099		473,871		5.30	%	40,090,085		543,919		5.43	%	(70,048)		(57,404)		(12,644)
TOTAL SECURITIES FINANCING ACTIVITIES AND BORROWED FUNDS	65,459,468		953,998		5.83	%	69,310,179		1,190,293		6.87	%	(236,295)		(123,875)		(112,420)
TOTAL INTEREST-BEARING FUNDING LIABILITIES	131,677,570		1,395,275		4.24	%	133,867,957		1,678,876		5.02	%	(283,601)		(127,975)		(155,626)
Non-interest-bearing liabilities (6)	21,863,310						21,631,901


TOTAL LIABILITIES	153,540,880						155,499,858
Mezzanine equity	2,000,000						2,000,000
STOCKHOLDER’S EQUITY	16,571,535						16,215,240
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	172,112,415					$	173,715,098
NET INTEREST SPREAD (7)					3.40	%					3.29	%
NET INTEREST MARGIN (8)					3.95	%					3.86	%
NET INTEREST INCOME			$	1,495,268					$	1,458,024

(1)Average balances are based on daily averages when available. When daily averages are unavailable, mid-month averages are substituted.

(2)Yields calculated using taxable equivalent net interest income.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(3)Represents the average gross Securities Financing Activities balance, including activity that qualifies for balance sheet netting, as discussed further in Note 9 to these Condensed Consolidated Financial Statements.

(4)Interest on loans includes amortization of premiums and discounts on purchased loan portfolios and amortization of deferred loan fees, net of origination costs. Average loan balances include non-accrual loans and LHFS.

(5)Includes allowance for loan losses and Other assets including leases, goodwill and intangibles, premises and equipment, net deferred tax assets, equity method investments, BOLI, accrued interest receivable, derivative assets, miscellaneous receivables, prepaid expenses and MSRs. Refer to Note 7 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for 2025 for further discussion.

(6)Includes Non-interest-bearing deposits and Other liabilities, primarily including accounts payable and accrued expenses, derivative liabilities, net deferred tax liabilities and the unfunded lending commitments liability.

(7)Represents the difference between the yield on total earning assets and the cost of total funding liabilities on a managed basis.

(8)Represents annualized, taxable equivalent net interest income divided by average interest-earning assets.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

NET INTEREST INCOME

Overall, the increase in net interest income for the three months ended March 31, 2026 compared to the same period in 2025, was primarily driven by higher yields on investment securities and coupled with reduced funding costs on deposits and Securities Financing Activities. These positive impacts were partially offset by lower loan-related income and declines in resale agreement activity. The net result reflects the combined effect of balance sheet repositioning and higher market interest rates during the period.

Net interest income increased $37.2 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The primary drivers of these changes are summarized below:

•Loans – Interest income on loans decreased $126.4 million for the three months ended March 31, 2026, compared to the same period in 2025. This change was primarily attributable to a $110.4 million decrease in average loan volume, most notably in the RICs and auto loan and personal unsecured loan portfolios combined with a lower average loan rate of $16.0 million. Refer to the “Loan Portfolio” section of this MD&A for further discussion of loan balances.

•Interest-earning deposits – Interest income on interest-earning deposits decreased $82.0 million for the three months ended March 31, 2026, compared to the corresponding period in 2025. This decrease reflected lower average volumes of $55.9 million and lower average rates of $26.2 million. This change was primarily driven by the changing interest rate environment.

•Securities purchased under resale agreements – Interest and fees on federal funds sold and securities purchased under resale agreements decreased $130.8 million for the three months ended March 31, 2026, compared to the same period in 2025. This decrease is attributable to lower average volumes $58.3 million and lower average rates of $72.5 million.

•Investment securities – Interest income on investment securities increased $93.0 million compared to the corresponding period in 2025.This increase was attributable to higher average securities volumes of $66.8 million and higher average rates $26.1 million. Both increases were primarily driven by higher market interest rates.

•Deposits and related customer accounts – Interest expense on deposits and related customer accounts decreased $47.3 million for the three months ended March 31, 2026, compared to the corresponding period in 2025. This decrease was attributable to a lower average volume of $4.1 million combined with lower average deposit rates of $43.2 million. The rate declines were primarily related to lower money market and CD product rates, and partially offset by increased saving rates.

•Securities Financing Activities and borrowed funds - Interest expense on Securities Financing Activities and borrowed funds decreased $236.3 million for the three months ended March 31, 2026, compared to the same period in 2025. This decrease was attributable to a lower average Securities Financing Activities and borrowed funds volume of $123.9 million and lower average rates of $112.4 million. Decreases were primarily due to a decline in Securities Financing Activities.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CREDIT LOSS EXPENSE (BENEFIT)

The Company had credit loss expense of $431.3 million for the three months ended March 31, 2026, compared to a credit loss expense of $425.9 million for the corresponding period in 2025. The credit loss expense during the three months ended March 31, 2026 was mainly due to charge-offs, net of recoveries in RICs and auto loans, partially offset by a release in the ACL reserves primarily attributable to seasonality and changes in portfolio composition in RIC and auto loan and lower exposure in personal unsecured loans portfolio.

Credit loss expense on commercial loans increased $18.1 million for the three months ended March 31, 2026 compared to the corresponding period in 2025.

The credit loss expense on unfunded credit losses for the three months ended March 31, 2026 decreased $12.7 million compared to the corresponding period in 2025.

NON-INTEREST INCOME


	Three months ended March 31,					YTD Change
(dollars in thousands)		2026		2025			Dollar increase/(decrease)		Percentage
Consumer fees (1)		$	102,648	$	83,458		$	19,190	23.0	%
Commercial fees (2)		21,062		24,958			(3,896)		(15.6)	%
Lease income		321,221		465,728			(144,507)		(31.0)	%
Capital market revenue		170,581		95,729			74,852		78.2	%
Miscellaneous income, net		161,822		167,934			(6,112)		(3.6)	%
Securities gains, net		26,480		40,259			(13,779)		(34.2)	%
Total non-interest income		$	803,814	$	878,066		$	(74,252)	(8.5)	%

(1) Consumer fees primarily include consumer deposit fees, consumer loan fees, (including origination, servicing, and late fees),and insurance and investment fees.

(2) Commercial fees primarily include commercial deposit fees and commercial loan fees.

Total non-interest income decreased $74.3 million for the three months ended March 31, 2026 compared to the corresponding period in 2025. These changes were primarily comprised of:

•Lease income decreased $144.5 million for the three months ended March 31, 2026 compared to the corresponding period in 2025, due to a reduction in leased vehicle units driven by lower new lease originations.

•Capital market revenue increased $74.9 million for the three months ended March 31, 2026 compared to the corresponding period in 2025, driven by higher investment banking income and increased derivative gains.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

GENERAL, ADMINISTRATIVE AND OTHER EXPENSES


	Three months ended March 31,					YTD Change
(dollars in thousands)		2026		2025			Dollar increase/(decrease)		Percentage
Compensation and benefits		$	544,323	$	564,157		$	(19,834)	(3.5)	%
Occupancy and equipment expenses		161,798		185,280			(23,482)		(12.7)	%
Technology, outside services, and marketing expense		215,612		204,381			11,231		5.5	%
Loan expense		83,722		75,556			8,166		10.8	%
Lease expense		287,480		355,400			(67,920)		(19.1)	%

Other expenses		92,003		142,577			(50,574)		(35.5)	%
Total general, administrative and other expenses		$	1,384,938	$	1,527,351		(142,413)		(9.3)	%

Total general, administrative and other expenses decreased $142.4 million for the three months ended March 31, 2026 compared to the corresponding period in 2025. This change was primarily comprised of:

•Lease expense decreased $67.9 million for the three months ended March 31, 2026 compared to the corresponding period in 2025, due to lower auto lease volumes resulting in lower depreciation expense.

•Other expenses decreased $50.6 million for the three months ended March 31, 2026 compared to the corresponding period in 2025, due to lower deposit insurance premiums.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INCOME TAX PROVISION

An income tax provision of $68.6 million was recorded for the three months ended March 31, 2026 compared to an income tax provision of $16.9 million for the corresponding period in 2025. This resulted in an ETR of 14.2% for the three months ended March 31, 2026 compared to 4.4% for the corresponding period in 2025.

The increase in ETR for the three months ended March 31, 2026, when compared to the same period in 2025, was directly impacted by (i) an increase in forecasted pre-tax income in 2026 and (ii) no electric vehicle tax credits in 2026, offset by $44 million of tax benefit resulted from closed audit years recorded in the first quarter of 2026.

The Company's ETR in future periods will be affected by the results of operations allocated to the various tax jurisdictions in which the Company operates, any change in income tax laws or regulations within those jurisdictions, and interpretations of income tax regulations that differ from the Company's interpretations by tax authorities that examine tax returns filed by the Company or any of its subsidiaries.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

LINE OF BUSINESS RESULTS

The Company manages its business activities by its six reportable segments, Auto, CBB, C&I, CRE, CIB, and Wealth Management. The tables below reflect certain information by reportable segment and includes additional supplementary information related to consumer activities and commercial activities. The supplementary information is deemed to be useful as it represents a view in how we manage the business and also aligns with how our parent, Santander, manages its business from a global perspective. Information reported in this Form 10-Q in respect of the CIB segment includes only information within the Company’s Condensed Consolidated Financial Statements, and does not include information in respect of Santander’s New York branch, which is reported within Santander’s consolidated financial statements.

Consumer Activities

Consumer activities consist of the Company's Auto and CBB reportable segments.














Three months ended March 31,	2026						2025						Total Consumer Activities
	Auto		CBB		Total Consumer activities		Auto		CBB		Total Consumer Activities		Dollar increase/(decrease)		Percentage
Interest income	$	1,585,513	$	722,002	$	2,307,515	$	1,633,264	$	717,059	$	2,350,323	$	(42,808)	(1.8)	%
Interest expense	618,491		378,770		$	997,261	682,265		359,137		$	1,041,402	$	(44,141)	(4.2)	%
Fees and other income	40,099		71,494		$	111,593	19,681		61,756		$	81,437	$	30,156	37.0	%
Lease income	321,221		—		$	321,221	465,728		—		$	465,728	$	(144,507)	(31.0)	%
Credit loss expense / (benefit)	420,233		(898)		$	419,335	396,434		37,745		$	434,179	$	(14,844)	(3.4)	%
Lease expense	287,328		—		$	287,328	355,246		—		$	355,246	$	(67,918)	(19.1)	%
General, administrative and other expenses	306,471		380,907		$	687,378	349,586		395,262		$	744,848	$	(57,470)	(7.7)	%
Income/(loss) before income taxes	314,310		34,717		$	349,027	335,142		(13,329)		$	321,813	$	27,214	8.5	%
Total assets	54,923,600		8,207,540		$	63,131,140	59,520,562		9,604,039		$	69,124,601	$	(5,993,461)	(8.7)	%

The Company reported total income before income taxes related to its Consumer activities of $349.0 million for the three months ended March 31, 2026 compared to income before income taxes of $321.8 million for the corresponding period in 2025. The most significant drivers of this change were:

•Fees and other income increased $30.2 million for the three months ended March 31, 2026 compared to the corresponding period of 2025, primarily due to servicing and origination fees related to RICs and auto loans.

•Lease income decreased $144.5 million for the three months ended March 31, 2026 compared to the corresponding period of 2025, driven by lower average Auto lease balances.

•Lease expense decreased $67.9 million for the three months ended March 31, 2026 compared to the corresponding period of 2025, driven by lower average auto lease balances leading to lower depreciation expense.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Commercial Activities

Commercial activities consist of the Company's C&I and CRE reportable segments.














Three months ended March 31,	2026						2025						Total Commercial Activities
	C&I		CRE		Total Commercial Activities		C&I		CRE		Total Commercial Activities		Dollar increase/(decrease)		Percentage
Interest income	$	189,153	$	332,425	$	521,578	$	226,886	$	352,728	$	579,614	$	(58,036)	(10.0)	%
Interest expense	114,375		215,813		$	330,188	138,260		237,286		$	375,546	$	(45,358)	(12.1)	%
Fees and other income	21,582		15,581		$	37,163	17,614		19,683		$	37,297	$	(134)	(0.4)	%

Credit loss expense / (benefit)	(5,920)		16,224		$	10,304	(6,018)		3,595		$	(2,423)	$	12,727	525.3	%

General, administrative and other expenses	46,100		47,251		$	93,351	49,311		48,432		$	97,743	$	(4,392)	(4.5)	%
Income/(loss) before income taxes	56,180		68,718		$	124,898	62,947		83,098		$	146,045	$	(21,147)	(14.5)	%
Total assets	3,863,278		22,426,337		$	26,289,615	3,764,261		23,251,141		$	27,015,402	$	(725,787)	(2.7)	%

The Company reported total income before income taxes related to its Commercial activities of $124.9 million for the three months ended March 31, 2026 compared to income before income taxes of $146.0 million for the corresponding period in 2025. The most significant drivers of this change were:

•Interest income decreased $58.0 million for the three months ended March 31, 2026 compared to the corresponding period of 2025. This decrease was primarily due to lower loan balances and lower yields.

•Interest expense decreased $45.4 million for the three months ended March 31, 2026 compared to the corresponding period of 2025. This decrease was primarily due to lower deposit rates.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CIB


	Three months ended March 31					YTD Change
(dollars in thousands)		2026		2025			Dollar increase/(decrease)		Percentage
Interest income		$	634,517	$	712,628		$	(78,111)	(11.0)	%
Interest expense		532,078		660,966			(128,888)		(19.5)	%
Fees and other income		209,748		192,103			17,645		9.2	%

Credit loss expense / (benefit)		2,032		(5,314)			7,346		138.2	%
Lease expense		152		154			(2)		(1.3)	%
General, administrative and other expenses		236,940		230,349			6,591		2.9	%
Income/(loss) before income taxes		73,063		18,576			54,487		293.3	%
Total assets		34,913,920		30,408,731			4,505,189		14.8	%

CIB reported income before income taxes of $73.1 million for the three months ended March 31, 2026 compared to income before income taxes of $18.6 million for the corresponding period of 2025. This increase was primarily attributable to strong performance in Global Markets and Banking, supported by the continued benefits of the multi-year investment in the investment banking platform. Factors contributing to this change were:

•Interest income decreased $78.1 million for the three months ended March 31, 2026 compared to the corresponding period in 2025. This decrease was due to interest income associated with Securities Financing Activities.

•Interest expense decreased $128.9 million for the three months ended March 31, 2026 compared to the corresponding period in 2025. This decrease was due to interest expense associated with Securities Financing Activities.

•Total assets at March 31, 2026 increased $4.5 billion compared to the corresponding period in 2025. This increase was primarily due to trading inventory.

Wealth Management


	Three months ended March 31					YTD Change
(dollars in thousands)		2026		2025			Dollar increase/(decrease)		Percentage
Interest income		$	78,348	$	86,649		$	(8,301)	(9.6)	%
Interest expense		38,655		37,055			1,600		4.3	%
Fees and other income		120,121		94,492			25,629		27.1	%

Credit loss expense / (benefit)		37		—			37		100%

General, administrative and other expenses		82,167		75,066			7,101		9.5	%
Income/(loss) before income taxes		77,610		69,020			8,590		12.4	%
Total assets		8,528,438		7,506,939			1,021,499		13.6	%

Wealth Management reported income before income taxes of $77.6 million for the three months ended March 31, 2026, compared to income before income taxes of $69.0 million for the corresponding period in 2025. The primary factors contributing to this change were:

•Fees and other income increased $25.6 million for the three months ended March 31, 2026 compared to the corresponding period in 2025. This increase was primarily due to fees on increased securities transaction activity.

•Total assets at March 31, 2026 increased $1.0 billion compared to the corresponding period in 2025. This increase was primarily due to the purchase of the interest in the U.K. Limited Partnership.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Other


	Three months ended March 31					YTD Change
(dollars in thousands)		2026		2025			Dollar increase/(decrease)		Percentage
Interest income		$	(651,415)	$	(592,314)		$	(59,101)	(10.0)	%
Interest expense		(502,907)		(436,093)			(66,814)		(15.3)	%
Fees and other income		3,968		7,009			(3,041)		(43.4)	%

Credit loss expense / (benefit)		(366)		(499)			133		26.7	%

General, administrative and other expenses		(2,378)		23,945			(26,323)		(109.9)	%
Income/(loss) before income taxes		(141,796)		(172,658)			30,862		17.9	%
Total assets		35,225,068		38,144,455			(2,919,387)		(7.7)	%

The Other category reported a loss before income taxes of $141.8 million for the three months ended March 31, 2026, compared to a loss before income taxes of $172.7 million for the corresponding period in 2025. The primary factors contributing to this change were:

•Interest income decreased $59.1 million for the three months ended March 31, 2026 compared to the corresponding period of 2025. This decrease was due to interest income associated with deposits held at the Federal Reserve.

•Interest expense decreased $66.8 million for the three months ended March 31, 2026 compared to the corresponding period of 2025. This decrease was due to interest expense associated deposits, brokered deposits, reduced borrowings, and internal funding.

•General, administrative and other expenses decreased $26.3 million for the three months ended March 31, 2026 compared to the corresponding period of 2025. This increase was primarily a result of prior year strategic investment and restructuring charges.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FINANCIAL CONDITION

LOAN PORTFOLIO

The Company's LHFI portfolio consisted of the following at the dates indicated:


	March 31, 2026				December 31, 2025				Dollar Increase / (Decrease)		Percent Increase (Decrease)

(dollars in thousands)	Amount		Percent		Amount		Percent
Commercial LHFI:
CRE	$	7,995,301	9.6	%	$	8,135,821	9.8	%	$	(140,520)	(1.7)	%
C&I	7,711,550		9.3	%	7,820,988		9.4	%	(109,438)		(1.4)	%
Multifamily	9,511,784		11.4	%	9,601,558		11.6	%	(89,774)		(0.9)	%
Other commercial	8,367,740		10.0	%	8,249,571		10.0	%	118,169		1.4	%
Total commercial loans (1)	33,586,375		40.3	%	33,807,938		40.8	%	(221,563)		(0.7)	%

Consumer loans secured by real estate:
Residential mortgages	3,961,066		4.8	%	4,039,103		4.9	%	(78,037)		(1.9)	%
Home equity loans and lines of credit	1,721,872		2.1	%	1,797,387		2.2	%	(75,515)		(4.2)	%
Total consumer loans secured by real estate	5,682,938		6.9	%	5,836,490		7.1	%	(153,552)		(2.6)	%

Consumer loans not secured by real estate:
RICs and auto loans	43,540,272		52.2	%	42,736,050		51.4	%	804,222		1.9	%
Personal unsecured loans	456,185		0.5	%	492,525		0.6	%	(36,340)		(7.4)	%
Other consumer	15,557		0.1	%	18,306		0.1	%	(2,749)		(15.0)	%

Total consumer loans	49,694,952		59.7	%	49,083,371		59.2	%	611,581		1.2	%
Total LHFI	$	83,281,327	100.0	%	$	82,891,309	100.0	%	$	390,018	0.5	%

Total LHFI with:
Fixed	$	60,482,428	72.6	%	$	59,079,072	71.3	%	$	1,403,356	2.4	%
Variable	22,798,899		27.4	%	23,812,237		28.7	%	(1,013,338)		(4.3)	%
Total LHFI	$	83,281,327	100.0	%	$	82,891,309	100.0	%	$	390,018	0.5	%

(1) As of March 31, 2026, the Company had $325.3 million of commercial loans that were denominated in a currency other than the U.S. dollar.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Loans by Maturity and Interest Rate Sensitivity



	At March 31, 2026, Maturing
(in thousands)	In One Year Or Less		One to Five Years		Five to 15 Years		After 15 Years		Total
Fixed Rates:
CRE loans	$	33,041	$	195,193	$	50,326	$	365,702	$	644,262
C&I	187,791		772,231		200,693		21,702		1,182,417
Multifamily loans	1,211,409		4,436,717		1,647,116		—		7,295,242
Other commercial	1,578,510		1,796,386		1,134,409		—		4,509,305
Total Commercial	$	3,010,751	$	7,200,527	$	3,032,544	$	387,404	$	13,631,226
Residential mortgages	1,573		35,779		496,605		3,810,693		4,344,650
Home equity loans and lines of credit	15,056		8,475		29,187		23,632		76,350
RICs and auto loans	585,576		26,198,155		16,756,540		1		43,540,272
Personal unsecured loans	2,566		18,729		38,408		—		59,703
Other consumer	1,879		8,499		1,842		3,337		15,557
Total Fixed Rates	$	3,617,401	$	33,470,164	$	20,355,126	$	4,225,067	$	61,667,758
Variable Rates:
CRE loans	$	3,585,924	$	3,990,274	$	279,183	$	74,003	$	7,929,384
C&I	990,833		5,145,036		560,506		24,281		6,720,656
Multifamily loans	1,061,066		1,017,594		137,069		813		2,216,542
Other commercial	3,707,515		150,920		—		—		3,858,435
Total Commercial	$	9,345,338	$	10,303,824	$	976,758	$	99,097	$	20,725,017
Residential mortgages	170		2,493		85,078		376,617		464,358
Home equity loans and lines of credit	764		403		323,630		1,320,725		1,645,522

Personal unsecured loans	5,953		111,582		276,976		1,971		396,482

Total Variable Rates	$	9,352,225	$	10,418,302	$	1,662,442	$	1,798,410	$	23,231,379
Total	$	12,969,626	$	43,888,466	$	22,017,568	$	6,023,477	$	84,899,137

Commercial

Commercial loans decreased approximately $221.6 million, or 0.7%, from December 31, 2025 to March 31, 2026. This decrease was primarily attributable to a decrease in C&I loans of $109.4 million and a decrease in CRE loans of $140.5 million, partially offset by an increase in Other commercial loans of $118.2 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

At March 31, 2026, the CRE and multifamily portfolios included the following:


	As of March 31, 2026
(in thousands)	Balance		Percentage of Total CRE and Multifamily

CRE loans	$	7,995,301	45.7	%
Multifamily loans (1)	9,511,784		54.3	%
Total CRE and multifamily loans	$	17,507,085	100.0	%
CRE loans by type
Multifamily construction	$	4,075,277	23.3	%
Office	1,475,413		8.4	%
Retail	946,377		5.4	%
Industrial	808,764		4.6	%
Other	689,470		3.9	%
Total	$	7,995,301
(1) Occupied properties

Multifamily lending (occupied and construction) continues to be our focus. Overall, occupancy across the multifamily loan portfolio and our primary markets, such as New York City, continues to be stable. Our construction originations are concentrated to well-established and proven builders and sponsors. The Company's office exposure primarily consists of investment grade, single tenants with long leases.

The Company's CRE and Multifamily portfolios by state at the date indicated was:


	As of March 31, 2026
(dollars in thousands)	Balance		Percentage of Total CRE and Multifamily
State
New York	$	4,939,489	28.2	%
New Jersey	2,151,467		12.3	%
Florida	1,559,621		8.9	%
Texas	1,487,652		8.5	%
All other states	7,368,856		42.1	%
Total	$	17,507,085	100.0	%

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Consumer Loans Secured By Real Estate

Consumer loans secured by real estate decreased $153.6 million from December 31, 2025 to March 31, 2026 due to continued run-off in these portfolios.

Consumer Loans Not Secured By Real Estate

RICs and auto loans

RICs and auto loans HFI increased $804.2 million from December 31, 2025 to March 31, 2026. This increase represents primarily new origination activity A significant portion of the Company's RICs HFI are pledged against warehouse lines or securitization bonds. Refer to further discussion of these in Note 7 to the Condensed Consolidated Financial Statements.

As of March 31, 2026, 62.1% of the Company's RIC and auto loan portfolio balance was comprised of nonprime loans (defined by the Company as customers with a FICO score of below 640) with customers who did not qualify for conventional consumer finance products as a result of, among other things, a lack of or adverse credit history, low income levels and/or the inability to provide adequate down payments. This also includes 6.4% of loans for which no FICO score was available. While underwriting guidelines are designed to establish that the customer would be a reasonable credit risk, nonprime loans will nonetheless experience higher default rates than a portfolio of obligations of prime customers. Additionally, higher unemployment rates, higher gasoline prices, unstable real estate values, re-sets of adjustable rate mortgages to higher interest rates, the general availability of consumer credit, and other factors that impact consumer confidence or disposable income could lead to an increase in delinquencies, defaults, and repossessions, as well as decreased consumer demand for used automobiles and other consumer products, weaken collateral values and increase losses in the event of default. Because the historical focus for such credit has been predominantly on nonprime consumers, the actual rates of delinquencies, defaults, repossessions, and losses on these loans could be more dramatically affected by a general economic downturn.

The Company's automated originations process for these credits reflects a disciplined approach to credit risk management to mitigate the risks of nonprime customers. The Company's robust historical data on both organically originated and acquired loans provides it with the ability to perform advanced loss forecasting. Each applicant is automatically assigned a proprietary custom score using information such as FICO scores, DTI ratios, LTV ratios, and over 30 other predictive factors, placing the applicant in one of 100 pricing tiers. The pricing in each tier is continuously monitored and adjusted to reflect market and risk trends. In addition to the Company's automated process, it maintains a team of underwriters for manual review, consideration of exceptions, and review of deal structures with dealers.

Personal unsecured and other consumer loans

Personal unsecured and other consumer loans HFI decreased $39.1 million from December 31, 2025 to March 31, 2026. This decrease was primarily due to run-off in the portfolio.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

NON-PERFORMING ASSETS

The following table presents the composition of non-performing assets at the dates indicated:


	Period Ended						Change
(dollars in thousands)	March 31, 2026			December 31, 2025			Dollar		Percentage
Non-accrual loans:
Commercial:
CRE	$	189,175		$	187,657		$	1,518	0.8	%
C&I	87,135			47,813			39,322		82.2	%
Multifamily	395,221			309,994			85,227		27.5	%
Other commercial	4,610			4,518			92		2.0	%
Total commercial loans	676,141			549,982			126,159		22.9	%

Consumer loans secured by real estate:
Residential mortgages	52,349			59,089			(6,740)		(11.4)	%
Home equity loans and lines of credit	51,500			57,109			(5,609)		(9.8)	%
Consumer loans not secured by real estate:
RICs and auto loans	2,246,909			2,683,202			(436,293)		(16.3)	%
Personal unsecured loans	85			93			(8)		(8.6)	%
Other consumer	11,339			18,413			(7,074)		(38.4)	%
Total consumer loans	2,362,182			2,817,906			(455,724)		(16.2)	%
Total non-accrual loans	3,038,323			3,367,888			(329,565)		(9.8)	%

OREO	38,622			41,978			(3,356)		(8.0)	%
Repossessed vehicles	268,428			249,913			18,515		7.4	%
Foreclosed and other repossessed assets	1,761			1,297			464		35.8	%
Total OREO and other repossessed assets	308,811			293,188			15,623		5.3	%
Total non-performing assets	$	3,347,134		$	3,661,076		$	(313,942)	(8.6)	%

Past due 90 days or more as to interest or principal and accruing interest	$	8,645		$	8,700		$	(55)	(0.6)%

Non-performing assets as a percentage of total assets	2.0		%	2.2		%	n/a		n/a

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CREDIT RATIOS


	As of and for the year ended
(dollars in thousands)	March 31, 2026	December 31, 2025	March 31, 2025
ACL to total loan outstanding	7.1%	7.2%	7.3%
ACL	$6,001,510	$6,052,171	$6,489,199
Total loans outstanding	84,899,137	84,477,513	88,505,141
NPL to total loans outstanding	3.6%	4.0%	3.2%
NPL	$3,038,323	$3,367,888	$2,869,397
Total loans outstanding	84,899,137	84,477,513	88,505,141
ACL to NPL	197.5%	179.7%	226.2%
ACL	$6,001,510	$6,052,171	$6,489,199
NPL	3,038,323	3,367,888	2,869,397
Net charge-offs during the period to average loans outstanding:
Commercial	0.1%	0.3%	0.1%
NCOs during the period	$21,585	$95,456	$36,175
Average amount outstanding	34,438,100	35,160,483	35,198,169
Consumer	1.0%	4.0%	0.9%
NCOs during the period	$499,138	$2,118,252	$510,465
Average amount outstanding	50,657,718	52,695,596	53,916,380

Commercial NCOs during the period to average loans decreased from March 31, 2025 to March 31, 2026. The decrease in NCOs was primarily in the CRE portfolio. Consumer NCOs during the period to average loans decreased from March 31, 2025 to March 31, 2026. This decrease was primarily due to the sale of loans in the Personal unsecured portfolio in 2025 and an increase in recoveries.

Commercial

Commercial NPLs increased $126.2 million from December 31, 2025 to March 31, 2026. Commercial NPLs accounted for 2.0% of commercial LHFI at March 31, 2026. The change in commercial NPLs was primarily comprised of an increase of $85.2 million in the Multifamily portfolio, an increase of $1.5 million in the CRE portfolio, and an increase of $39.3 million in the C&I portfolio.

Consumer Loans Secured by Real Estate

NPLs in the consumer loans secured by real estate portfolio decreased year-over-year primarily resulting from the continued run-off of the portfolio. Non-performing consumer loans secured by real estate in foreclosure were $44.6 million, or 43.0%, of non-performing consumer loans secured by real estate at March 31, 2026, compared to $44.4 million, or 38.2%, at December 31, 2025.

Consumer Loans Not Secured by Real Estate

RICs

RICs are classified as non-performing when they are more than 60 DPD (i.e., 61 or more DPD) with respect to principal or interest. Except for loans accounted for using the FVO, at the time a loan is placed on non-performing status, previously accrued and uncollected interest is reversed against interest income. When an account is 60 days or less past due, it is returned to performing status and the Company returns to accruing interest on the loan. NPLs in the RIC and auto loan portfolio decreased by $436.3 million from December 31, 2025 to March 31, 2026. Non-performing RICs and auto loans accounted for 5.2% and 6.3% of total RICs and auto loans at March 31, 2026 and December 31, 2025, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Personal unsecured loans

The accrual of interest on revolving personal loans continues until the loan is charged off. Credit cards are charged off when they are 180 days delinquent or within 60 days after the receipt of notification of the cardholder’s death or bankruptcy. NPLs in the personal unsecured portfolio decreased by $8.0 thousand from December 31, 2025 to March 31, 2026. Non-performing personal unsecured loans accounted for 0.02% and 0.02% of total personal unsecured loans at March 31, 2026 and December 31, 2025, respectively.

Delinquencies

Early stage delinquency in commercial loans totaled approximately $197.6 million and $257.5 million at March 31, 2026 and December 31, 2025, respectively. Early stage delinquency consumer loans amounted to $5.5 billion and $6.2 billion at March 31, 2026 and December 31, 2025, respectively. Management has included these loans in its evaluation of the Company's ACL and reserved for them during the respective periods.

The Company generally considers an account delinquent when an obligor fails to pay substantially all (defined as 90%) of the scheduled payment by the due date. Overall, total delinquencies decreased by $945.8 million from December 31, 2025 to March 31, 2026. The main driver of this is the decrease in past due loans in the RIC and auto loan portfolio.

Loan Modifications

During the three months ended March 31, 2026, the Company provided loan modifications to customers with an amortized cost basis at March 31, 2026 of $1.2 billion, compared to $760.6 million for the corresponding period in 2025. Loan modifications primarily consist of payment deferrals in the RIC and auto loan portfolio. The increase in payment deferrals was primarily comprised of an increase of $160.2 million in the Multifamily portfolio and an increase of $88.3 million in the RIC and auto loan portfolio. The increase in the Multifamily portfolio was largely driven by a limited number of borrowers, including three relationships that accounted for a significant portion of the activity. The increase in All Other Modifications was primarily driven by an increase of $246.5 million in the CRE portfolio, which was similarly driven by a small number of large loans.

ACL

The Company's ACL is principally based on various models subject to the Company's Model Risk Management Framework. New models are approved by the Company's Model Risk Management Committee. Models, inputs and documentation are further reviewed and validated at least annually, and the Company completes a detailed variance analysis of historical model projections against actual observed results on a quarterly basis. Required actions resulting from the Company's analysis, if necessary, are governed by its ACL Committee.

Management uses the qualitative framework to exercise judgment about matters that are inherently uncertain and that are not considered by the quantitative framework. These adjustments are documented and reviewed through the Company’s risk management processes. Furthermore, management reviews, updates, and validates its process and loss assumptions on a periodic basis. This process involves an analysis of data integrity, review of loss and credit trends, a retrospective evaluation of actual loss information to loss forecasts, and other analyses.

ACL levels are collectively reviewed for adequacy and approved quarterly. Required actions resulting from the Company's analysis, if necessary, are governed by its ACL Committee. The ACL levels are approved by the Board-level committees quarterly.

The Company's ACL was $6.0 billion at March 31, 2026, a decrease of $50.7 million from December 31, 2025. The decrease in the ACL was primarily attributable to seasonality and changes in portfolio composition in RIC and auto loans and lower exposure in the personal unsecured portfolio. The ACL for the consumer portfolio segment decreased by $40.1 million and the ACL for the commercial segment decreased $10.5 million for the period ended March 31, 2026 compared to the period ended December 31, 2025. Refer to the rollforward of the ACL in Note 3 to the Condensed Consolidated Financial Statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INVESTMENT SECURITIES

The Company’s AFS investment strategy is to purchase liquid fixed-rate and floating-rate investments to manage the Company's liquidity position and interest rate risk adequately. The change in the AFS investment securities portfolio during the first quarter was primarily due to the sale of U.S. Treasury securities during the first quarter of 2026 for an immaterial gain.

The average life of the AFS investment portfolio (excluding certain ABS) at March 31, 2026 was approximately 7.38 years. The average effective duration of the Company's AFS investment portfolio (excluding certain ABS) at March 31, 2026 was approximately 4.04 years. The actual maturities of MBS AFS will differ from contractual maturities because borrowers have the right to prepay obligations without prepayment penalties.

HTM securities are reported at cost and adjusted for amortization of premium and accretion of discount. The Company had 457 investment securities classified as HTM as of March 31, 2026. The following table presents the securities of single issuers (other than obligations of the United States and its political subdivisions, agencies, and corporations) having an aggregate book value in excess of 10% of the Company's stockholder's equity that were held by the Company at March 31, 2026:


	March 31, 2026
(in thousands)	Amortized Cost		Fair Value
FNMA	$	1,493,459	$	1,336,632
FHLMC	2,047,354		1,826,445
GNMA (1)	10,773,886		9,075,074

Total	$	14,314,699	$	12,238,151

(1) Includes U.S. government agency MBS.

GOODWILL

At March 31, 2026, goodwill totaled $2.8 billion and represented 1.6% of total assets and 17.0% of total stockholder's equity. The Company conducted its most recent annual goodwill impairment tests as of October 1, 2025 using generally accepted valuation methods and noted no impairment.

The Company completes a quarterly review for impairment indicators over each of its reporting units, which includes consideration of economic and organizational factors that could impact the fair value of the Company's reporting units. As of the most recent review completed at the end of the first quarter of 2026, the Company did not identify any indicators which resulted in the Company's conclusion that an interim impairment test would be required to be completed.

DEPOSITS

The Company reported deposits of $81.2 billion and $79.0 billion at March 31, 2026 and December 31, 2025, respectively. At March 31, 2026, SBNA had $80.1 billion of U.S.-based deposits, including $4.4 billion of deposits from SHUSA affiliates that eliminate in consolidation. Uninsured U.S.-based deposits were $27.6 billion and $27.3 billion at March 31, 2026 and December 31, 2025, respectively, and represented approximately 35% and 36% of all U.S. deposits at March 31, 2026 and December 31, 2025, respectively.

The following shows the Company's deposits by business as of March 31, 2026:


	Consumer (1)		Commercial (2)		CIB		Wealth Management		Other and eliminations (3)		Total
(dollars in thousands)	Balance
Interest-bearing demand deposits	$	50,182,192	$	10,472,049	$	2,327,235	$	3,029,049	$	1,629,707	$	67,640,232
Non-interest-bearing demand deposits	8,047,518		2,893,154		106,847		2,492,180		27,380		13,567,079
Total deposits (1)	$	58,229,710	$	13,365,203	$	2,434,082	$	5,521,229	$	1,657,087	$	81,207,311

(1) Consumer consists of deposits related to the Company's Auto and CBB reportable segments.

(2) Commercial consists of deposits related to the Company's C&I and CRE reportable segments.

(3) Other consists of deposits related to certain of the Company's immaterial subsidiaries and corporate treasury deposits.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

BANK REGULATORY CAPITAL

The Company’s capital priorities are to support client growth and business investment while maintaining appropriate capital for a range of macroeconomic outcomes.

The Company is subject to the regulations of certain federal, state, and foreign agencies and undergoes periodic examinations by those regulatory authorities. At March 31, 2026 and 2025, based on SBNA’s capital calculations, SBNA was considered well-capitalized under the applicable capital framework. In addition, the Company's capital levels as of March 31, 2026 and 2025, based on the Company’s capital calculations, exceeded the required capital ratios for BHCs.

Federal banking laws, regulations and policies also limit SBNA’s ability to pay dividends and make other distributions to the Company. SBNA must obtain prior OCC approval to declare a dividend or make any other capital distribution if, after such dividend or distribution: (1) the Bank's total distributions to SHUSA within that calendar year would exceed 100% of its net income during the year plus retained net income for the prior two years, (2) the Bank would not meet capital levels imposed by the OCC in connection with any order, (3) the Bank has negative retained earnings, or (4) the Bank is not adequately capitalized at the time. The OCC's prior approval would also be required if SBNA were notified by the OCC that it is a problem institution or in troubled condition. Any dividend declared and paid or return of capital has the effect of reducing capital ratios. Refer to the section captioned "Liquidity and Capital Resources" in this MD&A for discussion of the Company's dividends.

The following schedule summarizes the actual capital ratios of SHUSA and SBNA at March 31, 2026:


	SHUSA

	March 31, 2026		Well-capitalized Requirement		Minimum Requirement
CET1 capital ratio	12.91	%	6.50	%	4.50	%
Tier 1 capital ratio	14.78	%	8.00	%	6.00	%
Total capital ratio	16.89	%	10.00	%	8.00	%
Leverage ratio	9.35	%	5.00	%	4.00	%


	SBNA

	March 31, 2026		Well-capitalized Requirement		Minimum Requirement
CET1 capital ratio	19.72	%	6.50	%	4.50	%
Tier 1 capital ratio	19.72	%	8.00	%	6.00	%
Total capital ratio	20.99	%	10.00	%	8.00	%
Leverage ratio	12.33	%	5.00	%	4.00	%

The Company utilizes fair value hedging strategies to mitigate the risk of unrealized losses in its investments in debt securities AFS. As of March 31, 2026 , the Company had $3.8 billion of notional in fair value hedges which was consistent with $3.8 billion at December 31, 2025. Refer to Note 10 to the Consolidated Financial Statements for information about the notional and fair value of these hedging instruments.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

LIQUIDITY AND CAPITAL RESOURCES

Overall

The Company continues to maintain strong liquidity. Liquidity represents the ability of the Company to obtain cost-effective funding to meet the needs of customers as well as the Company's financial obligations. Factors that impact the liquidity position of the Company include loan origination volumes, loan prepayment rates, the maturity structure of existing loans, core deposit growth levels, CD maturity structure and retention, the Company's credit ratings, investment portfolio cash flows, the maturity structure of the Company's wholesale funding, and other factors. These risks are monitored and managed centrally. The Company's Asset/Liability Committee reviews and approves the Company's liquidity policy and guidelines on a regular basis. This process includes reviewing all available wholesale liquidity sources. The Company also forecasts future liquidity needs and develops strategies to ensure adequate liquidity is available at all times. SHUSA conducts monthly liquidity stress test analyses to manage its liquidity under a variety of scenarios, all of which demonstrate that the Company has ample liquidity to meet its short-term and long-term cash requirements.

Enhanced Monitoring of Liquidity

In addition to its normal monitoring of liquidity, SBNA enhanced monitoring of its liquidity position since the financial system market disruption that began in March 2023 and the ensuing market volatility. Additionally, SBNA continues to optimize contingent sources of liquidity. Some of these actions include the pledge of additional loans to the FRB discount window, and the transfer of loans from the discount window to the FHLB in order to receive more favorable discounts. Overall, the available capacity from the FRB and FHLB remained stable throughout and since 2023.

Impact of Changes to Credit Rating on Liquidity and Capital Resources

Changes to the credit ratings of SHUSA, Santander and its affiliates or the Kingdom of Spain could have a material adverse effect on SHUSA's business, including its liquidity and capital resources. The credit ratings of SHUSA have changed in the past and may change in the future, which could impact its cost of and access to sources of financing and liquidity. Any reductions in the long-term or short-term credit ratings of SHUSA would increase its borrowing costs and require it to replace funding lost due to the downgrade, which may include the loss of customer deposits, limit its access to capital and money markets and trigger additional collateral requirements in derivatives contracts and other secured funding arrangements. See further discussion on the impacts of credit ratings actions in the "Economic and Business Environment" section of this MD&A.

Sources of Liquidity

The Company has several sources of funding to meet liquidity requirements, including the core deposit base, liquid investment securities portfolio, ability to acquire large deposits, FHLB borrowings, wholesale deposit purchases, and federal funds purchased, as well as through securitizations in the ABS market and committed credit lines from third-party banks and Santander. In addition, the Company has other sources of funding to meet its liquidity requirements such as dividends and returns of investments from its subsidiaries, short-term investments held by non-bank affiliates, and access to the capital markets.

The specialized consumer financing of RICs requires a significant amount of liquidity to originate and acquire loans and leases and to service debt. The Company funds these operations through its lending relationships with third-party banks, Santander and affiliates, and through securitizations in the ABS market. The Company seeks to issue debt that appropriately matches the cash flows of the assets that it originates. The Company uses liquidity for debt service and repayment of borrowings, as well as for funding loan commitments.

During the three months ended March 31, 2026, the Company's subsidiaries completed on-balance and off-balance sheet funding transactions of:

•securitizations on the SDART platform for approximately $1.9 billion

•issuance of CLNs for approximately $325.1 million

Santander provides a liquidity line to SHUSA for the purpose of supporting additional liquidity for SHUSA's and its subsidiaries' CIB business activities. At March 31, 2026, SHUSA had $4.0 billion in uncommitted available liquidity on the line, of which it had drawn zero.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Intercompany Borrowings with SHUSA Affiliates

SHUSA provides notes payable and revolving loans and lines to its subsidiaries as needed for the purpose of providing additional liquidity to support business operations at the subsidiary level.

Available Liquidity

As of the periods indicated, the Company and its subsidiaries had the following available liquidity:


(in thousands)	March 31, 2026				December 31, 2025
	Total Capacity	Used	Available		Total Capacity	Used	Available
Cash on deposit at FRB			$	13,554,125			$	12,257,362
Liquidity from released government deposit collateral (1)	2,065,891	—	2,065,891		2,266,746	—	2,266,746
Liquidity from unencumbered securities	4,887,783	—	4,887,783		5,345,962	—	5,345,962
FHLB	14,579,673	571,783	14,007,890		15,374,377	807,835	14,566,542
FRB:
Discount window	10,917,371	—	10,917,371		9,795,862	—	9,795,862


Total available liquidity			$	45,433,060			$	44,232,474

(1) Includes high quality liquid assets that are encumbered as collateral for uninsured government deposits.

At March 31, 2026, unencumbered highly liquid assets (cash and cash equivalents, investments in Level 1 through Level 2 qualifying debt securities AFS, and other liquid assets exclusive of securities encumbered pledged as collateral) totaled approximately $27.8 billion. This amount represented 34.2% of total deposits at March 31, 2026.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cash, cash equivalents, and restricted cash


	Three months ended March 31,				YTD Change
(in thousands)	2026		2025			Increase/(Decrease)
Net cash flows from operating activities	$	274,877	$	(1,791,890)		$	2,066,767
Net cash flows from investing activities	(791,984)		(761,468)			(30,516)
Net cash flows from financing activities	2,294,326		5,522,339			(3,228,013)

Cash flows from operating activities

Net cash flow from operating activities increased by $2.1 billion from the three months ended March 31, 2025 to the three months ended March 31, 2026, primarily due to the change in net trading activity and an increase in proceeds from the sales of and collections on LHFS, offset by an increase in originations and purchases of LHFS during the three months ended March 31, 2026.

Cash flows from investing activities

Net cash flow from investing activities decreased by $30.5 million from the three months ended March 31, 2025 to the three months ended March 31, 2026, primarily driven by the net change in loans other than purchases and sales and the net change in purchases and sales of investment securities, offset by the net change in operating leases.

Cash flows from financing activities

Net cash flow from financing activities decreased by $3.2 billion from the three months ended March 31, 2025 to the three months ended March 31, 2026, primarily driven by the net change in net borrowings activity and the net change in Securities Financing Activities.

See the SCF for further details on the Company's sources and uses of cash.

Credit Facilities

Third-Party Revolving Credit Facilities

Warehouse Lines

The Company's subsidiaries have a credit facility with several banks providing an aggregate commitment of $1.0 billion for the exclusive use of providing short-term liquidity needs to support preferred auto lessor financing. As of March 31, 2026, there was an outstanding balance of zero on this facility. The facility requires reduced advance rates in the event of delinquency, credit loss, or residual loss ratios, as well as other metrics exceeding specified thresholds.

In addition, the Company's subsidiaries have credit facilities with several banks providing an aggregate commitment of $2.8 billion for the exclusive use of providing short-term liquidity to support core and preferred auto lender financing. As of March 31, 2026, there was an outstanding balance of $1.9 billion on these facilities in the aggregate. These facilities reduce advance rates in the event of delinquency or credit loss, as well as various other metrics exceeding specific thresholds.

Securities Financing Activities

The Company may enter into Securities Financing Activities primarily to deploy the Company’s excess cash and investment positions. Securities Financing Activities are treated as collateralized financings and are included in "Federal funds sold and securities purchased under resale agreements or similar arrangements" and "Federal funds purchased and securities loaned or sold under repurchase agreements" on the Company’s Condensed Consolidated Balance Sheets. Refer to Note 9 to the Condensed Consolidated Financial Statements for additional information about the Company's Securities Financing Activities.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Secured Structured Financings

The Company's subsidiaries' secured structured financings primarily consist of public, SEC-registered securitizations, as well as private securitizations under Rule 144A of the Securities Act, and privately issued amortizing notes. As of March 31, 2026, there were on-balance sheet securitizations outstanding in the market with a cumulative balance of approximately $19.0 billion.

Deficiency and Debt Forward Flow Agreement

In addition to SC's credit facilities and secured structured financings, SC has a flow agreement in place with a third party for charged-off assets. Loans and leases sold under these flow agreements are not on SC's balance sheet.

Uses of Liquidity

The Company uses liquidity for debt service and repayment of borrowings. In addition, our subsidiaries use liquidity for funding loan commitments, satisfying deposit withdrawal requests, supporting underwriting transactions and meeting customer liquidity requirements.

At March 31, 2026, the Company's liquidity to meet debt payments, debt service and debt maturities was in excess of 12 months.

Contractual Obligations and Other Commitments

The Company enters into contractual obligations in the normal course of business as a source of funds for its asset growth and asset/liability management and to meet required capital needs. These obligations require the Company to make cash payments over time.

As of March 31, 2026, the Company had total contractual cash obligations of $77.0 billion, which included FHLB advances, notes payable, other debt obligations, CDs, repurchase agreements, non-qualified pension and post-retirement benefits, and operating leases. The Company’s near-term cash obligations largely stem from maturing short-term liabilities (CDs, repurchase agreements, and short-term borrowings) and long-term debt. Our primary funding sources to meet these obligations include retail, commercial and brokered deposits of $81.2 billion, secured and other financing of $22.5 billion, short-term repurchase agreements of $21.3 billion and long-term unsecured debt of $12.8 billion, as well as cash flows from continuing operations. Additionally, on March 31, 2026, the Company had $45.4 billion of readily available liquidity to support near-term requirements and ensure it maintains the sufficiency of the liquidity portfolio over stressed horizons ranging from 30 days to 12 months. In addition, the Company had other commitments of $23.0 billion, which consisted of commitments to extend credit and letters of credit. Of this amount, approximately $8.9 billion of the other commitments have maturity dates within one year.

The Company is a party to financial instruments and other arrangements with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and manage its exposure to fluctuations in interest rates. See further discussion on these risks in Note 14 to these Condensed Consolidated Financial Statements.

Dividends, Contributions and Stock Issuances

As of March 31, 2026, the Company had 530,391,043 shares of common stock outstanding.

During the three months ended March 31, 2026, the Company paid dividends of zero on its common stock and paid $44.2 million of dividends on its preferred stock.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

ASSET AND LIABILITY MANAGEMENT

Interest Rate Risk

Interest rate risk arises primarily through the Company’s traditional business activities of extending loans and accepting deposits. Many factors, including economic and financial conditions, movements in market interest rates, and consumer preferences, affect the spread between interest earned on assets and interest paid on liabilities. Interest rate risk is managed by the Company's Treasury group and measured by its Market Risk Department, with oversight by the Asset/Liability Committee. In managing interest rate risk, the Company seeks to minimize the variability of net interest income across various likely scenarios, while at the same time maximizing net interest income and the net interest margin. To achieve these objectives, the Treasury group works closely with each business line in the Company. The Treasury group also uses various other tools to manage interest rate risk, including wholesale funding maturity targeting, investment portfolio purchase strategies, asset securitizations/sales, and financial derivatives.

Interest rate risk focuses on managing four elements of risk associated with interest rates: basis risk, repricing risk, yield curve risk and option risk. Basis risk stems from rate index timing differences with rate changes, such as differences in the extent of changes in Federal funds rates compared with the three-month term SOFR. Repricing risk stems from the different timing of contractual repricing, such as one-month versus three-month reset dates, as well as the related maturities. Yield curve risk stems from the impact on earnings and market value resulting from different shapes and levels of yield curves. Option risk stems from prepayment or early withdrawal risk embedded in various products. These four elements of risk are analyzed through a combination of net interest income and balance sheet valuation simulations, shocks to those simulations, and scenario and market value analyses, and the subsequent results are reviewed by management. Several assumptions and models are used to produce these analyses, including assumptions about new business volumes, loan and investment prepayment rates, deposit flows, interest rate curves, economic conditions, and competitor pricing. Certain models use historical data analyses to estimate future customer behavior, such as deposit re-pricing and attrition. Estimates from these models can differ from actual behavior, depending on various factors such as macroeconomic conditions or competitor response.

Net Interest Income Simulation Analysis

The Company utilizes a variety of measurement techniques to evaluate the impact of interest rate risk, including simulating the impact of changing interest rates on expected future interest income and interest expense, to estimate the Company's net interest income sensitivity. This simulation is run monthly and includes various scenarios that help management understand the potential risks in the Company's net interest income sensitivity. These various scenarios include parallel, non-parallel, gradual parallel and gradual non-parallel rate shocks applied relative to the implied market-based forward curve, as well as other scenarios that are consistent with quantifying the four measures of risk described above. The shocks below are extended using the parallel scenario and are applied instantaneously to the implied forward curve as of the stated month-end. The 200 basis point-down shock has been added as market rates have increased. This set of shocks represents a range of plausible rate shocks, as an instantaneous shock 200 basis points down can be analogous to a gradual ramp-down of 400 basis points over one year. This information is used to develop proactive strategies to ensure that the Company’s risk position remains within SHUSA Board of Directors-approved limits so that future earnings are not significantly adversely affected by future interest rates.

The table below reflects the estimated sensitivity to the Company’s net interest income based on interest rate changes at March 31, 2026 and December 31, 2025:


	The following estimated percentage increase/(decrease) to net interest income would result
If interest rates changed in parallel by the amounts below	March 31, 2026		December 31, 2025
Down 200 basis points	(2.51)	%	(2.25)	%
Down 100 basis points	(1.10)	%	(0.88)	%
Up 100 basis points	0.79	%	0.65	%
Up 200 basis points	1.35	%	1.15	%

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

MVE Analysis

The Company also evaluates the impact of interest rate risk by utilizing MVE modeling. This analysis measures the present value of all estimated future cash flows of the Company over the estimated remaining life of the balance sheet. MVE is calculated as the difference between the market value of assets and liabilities. The MVE calculation utilizes only the current balance sheet and therefore does not factor in any future changes in balance sheet size, balance sheet mix, yield curve relationships or product spreads, which may mitigate the impact of any interest rate changes.

Management examines the effect of interest rate changes on MVE. The sensitivity of MVE to changes in interest rates is a measure of longer-term interest rate risk and highlights the potential capital at risk due to adverse changes in market interest rates. The following table discloses the estimated sensitivity to the Company’s MVE at March 31, 2026 and December 31, 2025.


	The following estimated percentage increase/(decrease) to MVE would result
If interest rates changed in parallel by the amounts below	March 31, 2026		December 31, 2025
Down 200 basis points	3.20	%	1.55	%
Down 100 basis points	3.39	%	2.46	%
Up 100 basis points	(5.24)	%	(4.44)	%
Up 200 basis points	(11.18)	%	(9.68)	%

As of March 31, 2026, the Company’s profile reflected an increase of MVE of 3.39% for downward parallel interest rate shocks of 100 basis points and a decrease of 5.24% for upward parallel interest rate shocks of 100 basis points. The asymmetrical sensitivity between a 100 basis point increase and a 100 basis point decrease is due to the negative convexity as a result of the prepayment option embedded in mortgage-related products, the impact of which is not fully offset by the behavior of the funding base (largely NMDs). NMD sensitivity increased as rates declined and duration extended, driven by growth in Openbank deposits. This decreased overall MVE sensitivity as it offset more sensitivity on the asset side.

In downward parallel interest rate shocks, mortgage-related products’ prepayments increase, their duration decreases, and their market value appreciation is therefore limited. At the same time, with deposit rates remaining at comparatively low levels, the Company cannot effectively transfer interest rate declines to its NMD customers. For upward parallel interest rate shocks, extension risk weighs on a sizable portion of the Company’s mortgage-related products, which are predominantly long-term and fixed-rate; for larger shocks, the loss in market value is not offset by the change in NMDs.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Limitations of Interest Rate Risk Analyses

Since the assumptions used are inherently uncertain, the Company cannot predict precisely the effect of higher or lower interest rates on net interest income or MVE. Actual results will differ from simulated results due to the timing, magnitude and frequency of interest rate changes, the difference between actual experience and the assumed volume, characteristics of new business, behavior of existing positions, and changes in market conditions and management strategies, among other factors.

Uses of Derivatives to Manage Interest Rate and Other Risks

To mitigate interest rate risk and, to a lesser extent, foreign exchange, equity and credit risks, the Company uses derivative financial instruments to reduce the effects that changes in interest rates may have on net income, the fair value of assets and liabilities, and cash flows.

The Company is subject to price risk through its capital markets and mortgage banking activities. The Company employs various tools to measure and manage price risk in its portfolios. In addition, SHUSA's Board of Directors has established certain limits relative to positions and activities. The level of price risk exposure at any point in time depends on the market environment and expectations of future price and market movements and will vary from period to period.

Management uses derivative instruments to mitigate the impact of interest rate movements on the fair value of certain liabilities, assets and highly probable forecasted cash flows. These instruments primarily include interest rate swaps that have underlying interest rates based on key benchmark indices and forward sale or purchase commitments. The nature and volume of the derivative instruments used to manage interest rate risk depend on the level and type of assets and liabilities on the balance sheet and the risk management strategies for the current and anticipated interest rate environments.

The Company typically retains the servicing rights related to residential mortgage loans that are sold. The majority of the Company's residential MSRs are accounted for at fair value. As deemed appropriate, the Company economically hedges MSRs, using interest rate swaps and forward contracts to purchase MBS. For additional information on MSRs, see Note 11 to the Condensed Consolidated Financial Statements.

The Company uses foreign exchange contracts to manage the foreign exchange risk associated with certain foreign currency-denominated assets and liabilities. Foreign exchange contracts, which include spot and forward contracts, represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon price on an agreed-upon settlement date. Exposure to gains and losses on these contracts increase or decrease over their respective lives as currency exchange and interest rates fluctuate. The Company also utilizes forward contracts to manage market risk associated with certain expected investment securities sales.

For additional information on foreign exchange contracts, derivatives and hedging activities, see Note 10 to the Condensed Consolidated Financial Statements.

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ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Incorporated by reference from Part I, Item 2, MD&A — "Asset and Liability Management" above.

ITEM 4 - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the Evaluation Date, management of the Company, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on this evaluation, our CEO and CFO have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

Refer to Note 14 to the Condensed Consolidated Financial Statements for SHUSA’s litigation disclosures, which are incorporated herein by reference.

ITEM 1A - RISK FACTORS

We are subject to a number of risks potentially impacting our business, financial condition, results of operations, and cash flow that are set forth under Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to the risk factors disclosed in our Form 10-K, we are subject to risks related to the proposed transaction with Webster, discussed further below.

Risks Relating to the Proposed Transaction with Webster

We Are Expected to Incur Significant Non-Recurring Costs Related to the Proposed Transaction with Webster and the Subsequent Integration of our Respective Businesses.

We have incurred and expect to incur a number of non-recurring costs associated with the proposed transaction with Webster. These costs include legal, accounting and financial advisory costs and severance/employee-benefit related costs in connection with the transaction. Some of these costs are payable by us regardless of whether or not the transaction is completed.

We also expected to incur significant costs in connection with the subsequent integration of our and Webster’s respective businesses. There are a number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including procurement, accounting and finance, legal, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. Many of such integration costs are, by their nature, difficult to estimate, and the timing of such costs is uncertain at present.

We May Fail to Realize All of the Anticipated Benefits of the Proposed Transaction with Webster, and Consolidating our Businesses May be More Difficult, Costly or Time Consuming Than Expected.

We may fail to realize the anticipated benefits from consolidating our business and Webster’s. To realize these anticipated benefits, we and Webster must successfully integrate our businesses. If we or Webster take longer to, or are not able to, achieve these objectives, the anticipated benefits of the transaction, including the cost synergies expected to be realized, may not be realized fully or at all, or may take longer to realize than expected.

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It is possible that the integration process could take longer or be more costly than anticipated, or could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or achieve the anticipated benefits of the transaction. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on our business following closing of the transaction.

The Proposed Transaction is Subject to Conditions, Some or All of Which May Not Be Satisfied, Satisfied on a Timely Basis, if at All, or Waived. Failure to Close the Transaction Could Have a Material Adverse Effect on Us.

Closing of the transaction is subject to a number of conditions, including, among other things, receipt of Webster’s stockholders’ approval and the requisite regulatory approvals, which make closing and timing of closing of the proposed transaction uncertain. The failure to satisfy all of such required conditions could delay closing of the transaction for a significant period of time or prevent it from occurring at all.

Any delay in closing the transaction could significantly reduce or delay the realization of the anticipated benefits we expect to achieve if we successfully close the transaction within the expected timeframe. There can be no assurance that the conditions to closing the transaction will be satisfied or waived or that the transaction will close. In addition, subject to limited exceptions, either Santander or Webster may terminate the Transaction Agreement if the transaction has not occurred on or before the end date.

In addition, delays in closing the transaction could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about closing the transaction, and could materially and adversely impact our ongoing business, financial condition or results of operations following closing of the transaction.

Regulatory Authorities May Impose Conditions on the Transaction that Could Have an Adverse Effect on Us.

To close the transaction, we need to obtain approvals, consents from, or make filings with, several U.S. and European regulatory authorities. These regulatory authorities may impose conditions on the closing of the transaction or require changes to the terms of the transaction. There can be no assurance that all of the requisite regulatory approvals will be obtained and, if obtained, there can be no assurance regarding the timing of such approvals, our ability to obtain such approvals on satisfactory terms or the absence of litigation challenging such approvals. In addition, there can be no assurance that such requisite regulatory approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have an adverse effect on the assets or business acquired or our financial condition or results of operations following closing of the transaction. Santander is not obligated to close the transaction if any requisite regulatory approval would result in the imposition of a materially burdensome regulatory condition.

Upon Closing of the Transaction, Certain Change-of-Control Rights Under Agreements to Which Webster Is a Party Will or May Be Triggered, Which May Result in Third Parties Terminating or Altering Existing Contracts or Relationships with Webster or, Following Closing of the Transaction, Us.

Webster has contracts with third parties which will or may require Webster to obtain consents from such third parties in connection with the transaction. If these consents are not obtained, the counterparties to these contracts may have the ability to terminate, reduce the scope of or otherwise seek to vary the terms of their relationships or the terms of such contracts with Webster in anticipation of the transaction, or with us following closing of the transaction. The pursuit of such rights may result in Webster, or, following closing of the transaction, us, suffering a loss of potential future revenue, incurring liabilities in connection with breaches of agreements or losing rights that are material to Webster’s business and ours. Any such disruptions could limit our ability to achieve the anticipated benefits of the transaction.

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In Connection with the Closing of the Transaction, We Expect to Assume Webster’s Outstanding Debt Obligations and That Each Outstanding Share of Webster’s Preferred Stock Will Be Converted Into the Right to Receive One Share of Newly Created Series of Our Preferred Stock, which May Adversely Affect Our Financial Position and Operating Flexibility.

In connection with the proposed transaction, we expect to assume Webster’s outstanding indebtedness. Additionally, we expect that each outstanding share of Webster’s Series F and Series G preferred stock will be converted into the right to receive one share of newly created series of our preferred stock, which will have substantially the same terms as Webster’s outstanding Series F and Series G preferred stock, respectively. Our assumption of Webster’s existing debt, together with any future incurrence of additional indebtedness, and our issuance of newly created series of our preferred stock, could have important consequences. For example, they may have the effect of, among other things, reducing our flexibility to respond to changing business and economic conditions, increasing borrowing costs, making it difficult for us to satisfy our financial obligations, including making applicable scheduled principal and interest payments on our indebtedness, limiting our ability to obtain additional financing and require a substantial portion of cash flow to be dedicated to the payment of principal and interest on our indebtedness and dividends on the preferred stock, thereby reducing our ability to use cash flows to fund our operations, capital expenditures and future business opportunities. Any of these factors could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Additionally, unless Webster’s preferred stock is redeemed in full, we will become subject to certain reporting and corporate governance requirements not previously applicable to us, including the rules and regulations of the applicable listing standards of the New York Stock Exchange. We expect that compliance with these requirements would increase our legal, accounting, and financial compliance costs, make some activities more difficult, time consuming, and costly, and place increased burdens on our personnel, systems, and resources.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

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ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 - MINE SAFETY DISCLOSURES

None.

ITEM 5 - OTHER INFORMATION

Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Exchange Act, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law.

The following activities are disclosed in response to Section 13(r) with respect to Santander and its affiliates. During the period covered by this report:

•Frozen accounts and transactions: A limited number of accounts for certain customers subsequently designated over time by the U.S. under the SDGT sanctions programme, were or are maintained with certain non-U.S. affiliates of Santander. All such accounts have been frozen or cancelled to comply with applicable legal requirements.

•Legacy contractual obligations related to guarantees: Santander also has certain legacy performance guarantees for the benefit of an Iranian bank that is currently designated by the U.S. under the SDGT sanctions programme (stand-by letters of credit to guarantee the obligations - either under tender documents or under contractual agreements - of contractors who participated in public bids in Iran) that were in place prior to April 27, 2007. Santander is not contractually permitted to cancel these arrangements without paying the guaranteed amount. As such, Santander intends to continue to provide the guarantees in accordance with company policy and applicable laws.

In the aggregate, all the transactions described above resulted in gross revenues and net profits in the three months ended March 31, 2026 which were negligible relative to the overall revenues and profits of Santander. Santander has undertaken significant steps to withdraw from the Iranian market such as closing its representative office in Iran and ceasing all banking activities therein, including correspondent relationships, deposit-taking from Iranian entities and issuing export letters of credit, except for the legacy transactions described above.

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ITEM 6 - EXHIBITS

(2.1)

Agreement and Plan of Merger, dated as of March 30, 2026, by and among Santander Holdings USA, Inc., Santander Bank, National Association and Webster Bank, National Association (Incorporated by reference to Exhibit 2.1 to Santander Holdings USA, Inc.’s Current Report on Form 8-K filed March 31, 2026) (Commission File Number 001-16581)

(3.1)

Amended and Restated Articles of Incorporation of Santander Holdings USA, Inc. (Incorporated by reference to Exhibit 3.1 to Santander Holdings USA, Inc.’s Current Report on Form 8-K filed December 21, 2022) (Commission File Number 001-16581)

(3.2)

Articles of Amendment to the Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 of Santander Holdings USA, Inc.’s Current Report on Form 8-K filed June 15, 2023) (Commission File Number 001-16581)

(3.3)

Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Santander Holdings USA, Inc.’s S-3ASR filed December 15, 2023) (Commission File Number 333-276089)

(3.4)

Bylaws of Santander Holdings USA, Inc. (incorporated by reference to Exhibit 3.4 of Santander Holdings USA, Inc.’s Quarterly Report on Form 10-Q filed July 30, 2025) (Commission File Number 001-16581)

(4.1)

Santander Holdings USA, Inc. has certain debt obligations outstanding. None of the instruments evidencing such debt authorizes an amount of securities in excess of 10% of the total assets of Santander Holdings USA, Inc. and its subsidiaries on a consolidated basis; therefore, copies of such instruments are not included as exhibits to this Quarterly Report on Form 10-Q. Santander Holdings USA, Inc. agrees to furnish copies to the SEC on request.

(31.1)

Chief Executive Officer certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

(31.2)

Chief Financial Officer certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

(32.1)

Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

(32.2)

Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

(101.INS)

Inline XBRL Instance Document (Filed herewith)

(101.SCH)

Inline XBRL Taxonomy Extension Schema (Filed herewith)

(101.CAL)

Inline XBRL Taxonomy Extension Calculation Linkbase (Filed herewith)

(101.DEF)

Inline XBRL Taxonomy Extension Definition Linkbase (Filed herewith)

(101.LAB)

Inline XBRL Taxonomy Extension Label Linkbase (Filed herewith)

(101.PRE)

Inline XBRL Taxonomy Extension Presentation Linkbase (Filed herewith)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		SANTANDER HOLDINGS USA, INC. (Registrant)

Date:	May 4, 2026	/s/ Juan Carlos Alvarez de Soto
		Juan Carlos Alvarez de Soto
		Chief Financial Officer and Senior Executive Vice President


Date:	May 4, 2026	/s/ David L. Cornish
		David L. Cornish
		Chief Accounting Officer, Corporate Controller and Executive Vice President

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